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 Company covenants that if: (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, then, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and 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 compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days,days (whether or not such payment is prohibited by the provisions of Article XIV hereof), or (b) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof and (whether or not such default continues for a period of 10 days, or (c) default payment is made in the deposit of any sinking fund payment, if any, when and as due prohibited by the terms provisions of a Security, thenArticle XIV hereof), the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any Securities of any Series series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: if an Event of Default in payment of principal, premium, or interest specified in clause (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or (b) default of Section 6.01 occurs and is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thencontinuing, the Company willshall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal principal, premium (if any) and interest interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest interest, at the rate or rates prescribed therefor in such 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 compensationCompensation to, reasonable and expenses, disbursements and advances of of, the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trusttrust in favor of the Holders, may institute a judicial 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 Company or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or the Security Documents or in aid of the exercise of any power granted hereinherein or therein, or to enforce any other proper remedy. Each Holder, by accepting a Security, acknowledges that the exercise of remedies by the Trustee with respect to the Collateral is subject to the terms and conditions of the Security Documents and the proceeds received upon realization of the Collateral shall be applied by the Trustee in accordance with the provisions of the Intercreditor Agreement.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (aif an Event of Default specified in Section 5.01(i) default is made in the payment of any interest on any Security when such interest becomes due or 5.01(ii) shall have occurred and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenbe continuing, the Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal principal, premium, if any, and interest, with interest upon the overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securities, 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may may, but is not obligated under this paragraph to, institute a 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 to judgment or final decree decree, and may may, but is not obligated under this paragraph to, enforce the same against the Company or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion discretion, but is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture by such appropriate private or judicial proceedings as the Trustee shall deem most effectual 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. No recovery of any such judgment upon any property of the Company shall affect or impair any rights, powers or remedies of the Trustee or the Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants Issuers covenant that if: (a) if a default is made shall occur in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenSecured Debt, the Company Issuers will, upon demand of the Collateral Trustee, pay to itthe Collateral Trustee, for the benefit of the Holders Holder of such SecuritiesSecured Debt, the whole amount amount, if any, then due and payable on such Securities Secured Debt for principal and interest with interest upon the overdue principal and, to the extent that payment payments of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securitiesapplicable 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, reasonable expenses, disbursements and advances of the Trustee, Collateral Trustee and its agents and counsel. If the Company fails Issuers fail to pay such amounts forthwith upon such demand, the Collateral Trustee, in its own name and as trustee of an express trust, may may, and shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Controlling Class, institute a judicial proceeding 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 Company Issuer or any other obligor upon such Securities the Secured Debt and collect the moneys Monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedAssets. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeCollateral Trustee may in its discretion, and shall, subject to Article VII hereofthe terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Controlling Class, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial proceedings Proceedings as the Collateral Trustee shall deem most effectual (if no such direction is received by the Collateral Trustee) or as the Collateral Trustee may be directed by a Majority 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 remedyremedy or legal or equitable right vested in the Collateral Trustee by this Indenture, the Credit Agreement or by law. In case there shall be pending Proceedings relative to either of the Issuers or any other obligor upon the Secured Debt or Subordinated Securities 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 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 Secured Debt or Subordinated Securities, or the creditors or property of the Issuer or the Co-Issuer or such other obligor, the Collateral Trustee, regardless of whether the principal of any Secured Debt or Subordinated Securities shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Collateral 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) to file and prove a claim or claims for the whole amount of principal, interest and other distributions owing and unpaid in respect of the Secured Debt or Subordinated Securities upon direction by a Majority of the Controlling Class and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Trustee (including any claim for reasonable compensation to the Collateral Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Holders allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuer; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders upon the direction of a Majority of the Controlling Class, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and (c) to collect and receive any Monies or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders and of the Collateral Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Collateral Trustee, and, if the Collateral Trustee shall consent to the making of payments directly to the Holders to pay to the Collateral Trustee such amounts as shall be sufficient to cover reasonable compensation to the Collateral Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Collateral Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Collateral Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holders, any plan of reorganization, arrangement, adjustment or composition affecting the Secured Debt or Subordinated Securities or any Holder thereof, or to authorize the Collateral Trustee to vote in respect of the claim of any Holders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. In any Proceedings brought by the Collateral Trustee on behalf of the Holders of the Secured Debt or Subordinated Securities (and any such Proceedings involving the interpretation of any provision of this Indenture or the Credit Agreement to which the Collateral Trustee shall be a party), the Collateral Trustee shall be held to represent all the Holders of the Secured Debt and Subordinated Securities. Notwithstanding anything in this Section 5.3 to the contrary, the Collateral Trustee may not sell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a) default is made if an Event of Default shall occur in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenSecured Note, the Company Issuer will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesSecured Note, the whole amount amount, if any, then due and payable on such Securities Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payment payments of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securitiesapplicable 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, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may may, and shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Controlling Class, institute a judicial proceeding 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 Company Issuer or any other obligor upon such Securities the Secured Notes and collect the moneys Monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedAssets. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeTrustee may in its discretion, and shall, subject to Article VII hereofthe terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority of the Controlling Class, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial 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 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Secured Notes under the Bankruptcy 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 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 Secured Notes, or the creditors or property of the Issuer or such 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: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Secured Notes upon direction by a Majority of the Controlling Class 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 reasonable 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 Secured Noteholders allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuer; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Secured Noteholders upon the direction of a Majority of the Controlling Class, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and (c) to collect and receive any Monies or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Secured Noteholders to make payments to the Trustee, and, if the Trustee shall consent to the making of payments directly to the Secured Noteholders 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Secured Noteholders, any plan of reorganization, arrangement, adjustment or composition affecting the Secured Notes or any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Secured Noteholders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. In any Proceedings brought by the Trustee on behalf of the Holders of the Secured Notes (and any such Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Secured Notes. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a1) default is made in the payment of any installment of interest on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) any Note at the terms of a Security, thenMaturity thereof, the Company Issuer will, upon demand of the Trustee, pay to it, the Trustee for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal and any overdue interest installment of interest, at the rate or rates prescribed therefor in such Securitiesborne 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Issuer, any Guarantor or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuer, any Guarantor or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture and the Guarantees by such appropriate judicial proceedings as the Trustee shall deem most effectual 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, including seeking recourse against any Guarantor.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any installment of interest on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) any Note at the terms of a Security, thenMaturity thereof, the Company will, upon demand of will pay to the Trustee, pay to it, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal principal, premium (if any), and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal principal, premium (if any), and any overdue interest interest, at the rate or rates prescribed therefor in such Securitiestherefor, and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demandamounts, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company Company, the Guarantor or any other obligor upon such Securities Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Company, the Guarantor or any other obligor upon such SecuritiesNotes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default if a Default is made in the payment of any the Principal Amount plus accrued and unpaid interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made the Maturity Date therefor or in the payment of principal the Fundamental Change Purchase Price and any Make-Whole Payment which is then due and payable in respect of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenNote, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such SecuritiesNotes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject with the consent of the Requisite Holders, may, but shall not be obligated to, pursue any available remedy, including but not limited to an Enforcement Action as contemplated under Article VII 5 hereof, may in its discretion proceed to protect and enforce its rights and collect the rights payment of the Holders Principal Amount plus accrued but unpaid interest on the Notes (including but not limited to any outstanding accrued but not yet capitalized PIK Interest and all outstanding capitalized PIK Interest) and any outstanding Make-Whole Payment, and/or to enforce the performance of Securities any provision of such Series by such appropriate judicial proceedings as the Notes or this Indenture. The Trustee may maintain a proceeding even if the Trustee does not possess any of the Notes or does not produce any of the Notes in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall deem most effectual to protect and enforce any such rightsnot impair the right or remedy or constitute a waiver of, whether for or acquiescence in, the specific enforcement Event of Default. No remedy is exclusive 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. All available remedies are cumulative.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of the principal of or premium, if any, on any Note at the Maturity thereof or, with respect to any Note required to have been purchased pursuant to an Offer to Purchase made by the Company, at the Change of Control Purchase Date, or (2) default is made in the payment of any installment of interest on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, then, the Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal, premium, if any, and interest, with interest upon the overdue principal and interest premium, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securities, 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the 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 institute a judicial 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 Company or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Noteholders by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that that, if: (a1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of principal of the Principal Amount, Redemption Price, Repurchase Price or Designated Event Repurchase Price on any Security at when the Maturity thereof same becomes due and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenpayable, the Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal principal, premium, if any, and interest interest, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium, if any, and on any overdue interest 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, Securities wherever situated. If an Event of Default with respect to any the Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of the Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (ai) default is made in the payment of any interest on any Security Notes when such interest becomes due and payable and such default continues for a period of 30 days,, or (bii) default is made in the payment of the principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on any Notes at the terms of a Security, thenMaturity thereof, the Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal principal, premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest principal, premium, if any, interest, at the rate or rates prescribed therefor in such Securities, 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums sum so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such SecuritiesNotes, wherever situated. If an Event of Default with respect to any Securities of any Series Notes occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series the Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual appropriate 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants Issuers covenant that if: (a) default is made if an Event of Default in the payment of any principal, premium, or interest on any Security when such interest becomes due specified in clause (1) or (2) of Section 6.1 occurs and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thencontinuing, the Company willIssuers shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal principal, premium (if any), interest and interest Additional Interest, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest and Additional Interest, if any, at the rate or rates prescribed therefor in such 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 compensationcompensation to, reasonable and expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails Issuers fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trusttrust in favor of the Holders, may institute a judicial 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 Company Issuers or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuers or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any interest on any Security 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 principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on any Note at the terms Maturity Date thereof, upon optional redemption or required repurchase, upon declaration of a Securityacceleration or otherwise, then, then the Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities, Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities Notes and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such SecuritiesNotes, wherever situated. If an Event of Default with respect to any Securities of any Series Notes occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any interest on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days,; (b2) default is made in the payment of the principal of (or premium, if any, on) any Security Note at the Maturity thereof and such default continues for a period of 10 days, orits Maturity; (c3) default is made in the deposit making or satisfaction of any sinking fund payment, if any, or analogous obligation when and as the same becomes due by pursuant to the terms of any Note; or (4) default is made in the performance, or breach, of any covenant or warranty of the Company in this First Supplemental Indenture or Base Indenture (other than a Securitycovenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), thenand such default or breach continues for a period of 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” under this First Supplemental Indenture and Base Indenture; then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest interest, at the rate or rates prescribed therefor in such SecuritiesNotes, and, in addition theretoaddition, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements disbursements, and advances of the Trustee, its agents agents, and counsel. If the Company fails to pay such amounts forthwith immediately upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such Securities Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such SecuritiesNotes, wherever situated. If an Event of Default with respect to any Securities of any Series the Notes occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this First Supplemental Indenture or Base Indenture or in aid of the exercise of any power granted hereinin this First Supplemental Indenture or Base Indenture, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a) in case default is shall be made in the payment of any installment of interest on upon any Security Senior Note as and when such interest becomes the same shall become due and payable payable, and such default continues shall have continued for a period of 30 thirty (30) days, (b) , or in case default is shall be made in the payment of the principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, on any Senior Note as and when the same shall have become due and as due payable, whether at Maturity of the Senior Notes or in connection with any redemption or repurchase, by the terms of a Securityor under this Indenture or otherwise, then, the Company will, upon demand of the Trustee, it will pay to itthe Trustee, for the benefit of the Holders holders of such SecuritiesSenior Notes, the whole amount that then shall have become due and payable on such Securities Senior Notes for principal, premium, if any, and interest, if any, as the case may be, with interest upon the overdue principal and interest andpremium, if any, and (to the extent that payment of such interest shall be legally enforceable, interest on any is enforceable under applicable law) upon the overdue principal and any overdue installments of interest at the rate or rates prescribed therefor in borne by such Securities, Senior Notes and, in addition thereto, such further amount as shall be sufficient to cover the properly incurred costs and expenses of collection, including the compensation, reasonable expenses, disbursements and advances of compensation to the Trustee, its agents agents, attorneys and counsel, and all other amounts due the Trustee under Section 607. If Until such demand by the Company fails Trustee, the Issuer 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 empowered to institute a judicial 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 action or proceeding to judgment or final decree decree, and may enforce the same any such judgment or final decree against the Company Issuer or any other obligor upon on such Securities Senior Notes and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company Issuer or any other obligor upon on such Securities, Senior Notes wherever situated. If an Event of Default with respect situated the monies adjudged or decreed to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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 remedybe payable.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any interest on any Security 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 principal of any Security at the Maturity thereof and such default continues for a period of 10 daysthereof, or (c) default is made in the deposit of any sinking fund payment, if any, payment when and as due by the terms of a Security, then, then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and or any overdue interest 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a) if a default is made shall occur in respect of the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenNote, the Company Issuer will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesNote, the whole amount amount, if any, then due and payable on such Securities Note for principal and interest andupon the overdue principal, which shall accrue at a rate equal to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such SecuritiesFederal 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, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may may, and shall upon direction of the Majority Noteholders, institute a judicial proceeding 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 Company Issuer or any other obligor upon such Securities the Sole Shareholder, acting on behalf of the Issuer with respect to its rights under the Issuer Sale and Contribution Agreement, and collect the moneys Cash adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedCollateral. If an Event of Default with respect to any Securities of any Series occurs has occurred and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial 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 remedyremedy 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: (a) to file and prove a claim or claims for the whole amount of principal owing and unpaid in respect of the Notes upon direction by the Majority Noteholders 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 reasonable 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 Holders allowed in any Proceedings relative to the Issuer or the Sole Shareholder or to the creditors or property of the Issuer or the Sole Shareholder; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders upon the direction of the Majority Noteholders, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and (c) to collect and receive any Cash or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Holders 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holders, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. In any Proceedings brought by the Trustee on behalf of the Holders of the Notes (and any such Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Notes. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days,two Business Days, or (b) default is made in the payment of the principal of (or premium including the Make-Whole Premium, if any, on) any Security at the Maturity thereof and such default continues for a period of 10 dayson any date required under Section 3.08, or (c) default is made in or any other payment due and owing under the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenNote Documents, the Company willCompany, subject to the Intercreditor Agreement, shall, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and interest premium including the Make-Whole Premium, if any) and interest, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium including the Make-Whole Premium, if any) and on any overdue interest 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and name, as trustee Trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any the Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a) default is made if an Event of Default in the payment of any principal, premium, or interest on any Security when such interest becomes due specified in clause (1) or (2) of Section 6.1 occurs and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thencontinuing, the Company willIssuer shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal principal, premium (if any), interest and interest Additional Interest, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest and Additional Interest, if any, at the rate or rates prescribed therefor in such 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 compensationcompensation to, reasonable and expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trusttrust in favor of the Holders, may institute a judicial 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 Company Issuer or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuer or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a) default is made in if an Event of Default shall occur and be continuing and any of the payment of any interest on any Security when such interest becomes Notes have been declared due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof declaration has not been rescinded and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenannulled, the Company Issuer will, upon demand of the TrusteeIndenture Trustee and at the direction of the Majority Noteholders, pay to itthe Indenture Trustee, for the benefit of the Holders of such SecuritiesNoteholders, the whole amount then due and payable on such Securities the Notes for principal and interest, with interest and, to upon the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities, 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, reasonable expenses, disbursements and advances of the Indenture Trustee, its agents and counsel. If the Company 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 trusttrust may, may and shall, at the direction of the Majority Noteholders, institute a judicial proceeding Proceedings for the collection of the sums so due and unpaid, may and prosecute such proceeding Proceeding to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such Securities Issuer and collect the moneys monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such SecuritiesIssuer, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeIndenture Trustee shall, subject to Article VII hereofat the direction of the Majority Noteholders, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Noteholders by such appropriate judicial proceedings Proceedings as the Trustee Indenture Trustee, at the direction of the Majority Noteholders, shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentthat, if anyan Event of Default specified in Section 5.01(i) or 5.01(ii) shall have occurred and be continuing, when and as due by the terms of a Security, then, then the Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal principal, premium, if any, and interest, with interest upon the overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securities, 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may may, but is not obligated under this paragraph to, institute a 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 to judgment or final decree decree, and may may, but is not obligated under this paragraph to, enforce the same against the Company Company, any Subsidiary Guarantor or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Company, any Subsidiary Guarantor or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion discretion, but is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture by such appropriate private or judicial proceedings as the Trustee shall deem most effectual 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. No recovery of any such judgment upon any property of the Company shall affect or impair any rights, powers or remedies of the Trustee or the Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a) if a default is made shall occur in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenSecured Notes, the Company Issuer will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesSecured Notes, the whole amount amount, if any, then due and payable on such Securities Secured Notes for principal and interest with interest upon the overdue principal and, to the extent that payment payments of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securitiesapplicable 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, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may may, and shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Controlling Class, institute a judicial proceeding 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 Company Issuer or any other obligor upon such Securities the Secured Notes and collect the moneys amounts adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedAssets. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeTrustee may in its discretion, and shall, subject to Article VII hereofthe terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Controlling Class, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial 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 a Majority 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. In case there shall be pending Proceedings relative to the 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 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 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 Secured Notes, or the creditors or property of the Issuer or such other obligor, the Trustee, regardless of whether the principal of any 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: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Secured Notes upon direction by a Majority of the Controlling Class 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 reasonable 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 Holders allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuer; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders upon the direction of a Majority of the Controlling Class, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and (c) to collect and receive any amounts or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee, and, if the Trustee shall consent to the making of payments directly to the Holders 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holders, any plan of reorganization, arrangement, adjustment or composition affecting the Secured Notes or any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. In any Proceedings brought by the Trustee on behalf of the Holders of the Secured Notes (and any such Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Secured Notes. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any interest on any Security 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 (including the delivery of any Company Common Shares deliverable as the result of a Share Settlement Election) of any Security on the due date for payment thereof (it being understood that a failure or delay of any delivery of Company Common Shares in settlement of the principal amount of the Securities resulting from any action or inaction by the Depositary shall not constitute a default in the payment of the principal of any Security at on the Maturity due date thereof and such default continues for as long as the Company is using commercially reasonable efforts to accomplish delivery), including with respect to any Security required to have been purchased pursuant to a period of 10 daysChange in Control Offer, or (c) default is made on the Change in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, then, Control Purchase Date the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and on any overdue interest interest, at the rate or rates prescribed therefor in such provided 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If The Trustee shall have the Company fails rights and powers set forth in Section 317(a) of the Trust Indenture Act and additionally the Trustee shall be entitled to pay file such amounts forthwith upon such demandother papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of the Securities allowed in any judicial proceeding relative to the Company, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Guarantors or any other obligor upon the Securities, its creditors, or its property, and to collect and receive any moneys or other property payable or deliverable on any such Securities claims, and collect to distribute the moneys adjudged same after the deduction of its charges and expenses; and any receiver, assignee or deemed trustee in bankruptcy or reorganization is hereby authorized by each of the Holders to be payable make such payments to the Trustee, and, in the manner provided 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 compensation and expenses, including counsel fees incurred by law out it up to the date of the property of the Company or any other obligor upon such Securities, wherever situateddistribution. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a) default is made in the payment if an Event of any interest on any Security when such interest becomes due Default shall occur and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenbe continuing, the Company will, upon demand of the Trustee, Issuer will pay to it, the Trustee for the benefit of the Holders of such Securitiesthe Notes: (A) if the Notes have not been declared due and payable, the whole amount then due and payable on the Notes in respect of principal, including Realized Loss Amounts; or (B) if the Notes have been declared due and payable and such Securities for declaration and its consequences have not been rescinded and annulled, the principal balance of all Outstanding Notes; (A) if the Notes have not been declared due and payable, the whole amount then due and payable on the Notes in respect of interest, including interest on any overdue installments of principal at the applicable Note Interest Rate, and, to the extent that payment of such interest on interest shall be legally enforceable, interest on any overdue principal and any overdue installments of interest at the rate or rates prescribed therefor in applicable Note Interest Rate and interest due and payable with respect to unreimbursed Realized Loss Amounts; or (B) if the Notes have been declared due and payable and such Securitiesdeclaration and its consequences have not been rescinded and annulled, (i) with respect to the period prior to the date of such declaration, accrued interest to the date of such declaration, at the applicable Note Interest Rate, on the Outstanding Principal Balance of each Note and interest to the date of such declaration at the applicable Note Interest Rate, on any installment of interest on each Note that was not paid when due, but only to the extent that payment of such interest on interest shall be legally enforceable and interest to the date of such declaration at the applicable Note Interest Rate, on any previously unreimbursed Realized Loss Amounts and (ii) with respect to the period from and including the date of such declaration, interest to the date such payment is made, at the applicable Note Interest Rate, on the Outstanding Principal Balance of each Note and on any installment of interest on such Note that was not paid when due, but only to the extent that payment of such interest on interest shall be legally enforceable and on any previously unreimbursed Realized Loss Amounts; and, (3) in addition thereto, such further amount amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents agent and counsel. If the Company Issuer fails to pay such amounts forthwith upon such demand, or in any event if an Event of Default under clause (2) of Section 5.01 shall have occurred, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree decree, and may enforce the same against the Company Issuer or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out law; provided, however, in the case of a default under Section 5.01 on the Class A-2 Notes, the Trustee shall not institute such Proceeding unless the Outstanding Principal Balance of the property Class A-1 Notes has been reduced to zero; in the case of a default under Section 5.01 on the Class A-3 Notes, the Trustee shall not institute such Proceeding unless the Outstanding Principal Balance of the Company or any other obligor upon Class A-1 and Class A-2 Notes have been reduced to zero; in the case of a default under Section 5.01 on the Class A-4 Notes, the Trustee shall not institute such SecuritiesProceeding unless the Outstanding Principal Balance of the Class A-1, wherever situatedClass A-2 and Class A-3 Notes have been reduced to zero. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Noteholders by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual 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, including, without limitation, instituting a Proceeding prior to any declaration of acceleration of the Maturity of the Notes for the collection of all amounts then due and unpaid on the Notes, prosecuting such Proceeding to final judgment or decree, enforcing the same against the Trust Estate and collecting out of the property, wherever situated, of the Issuer the moneys adjudged or decreed to be payable in the manner provided by law, PROVIDED, HOWEVER, that neither the Trustee nor any owner of any equity interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for any amounts payable under the Notes or this Indenture.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants Issuers and the Guarantor covenant that if: (a) default is made in the payment of any installment of interest on any Security when such interest becomes shall have become 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 any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by the terms of a Securityon) any Security at its Maturity, thenredemption or otherwise, the Company Issuers or the Guarantor will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, Securities the whole amount then due and payable on such Securities for principal (and premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any upon the overdue principal (and any overdue interest premium, if any), at the rate or rates prescribed therefor borne by or provided for 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails Issuers or 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 institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company Issuers, the Guarantor or any other obligor upon such Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuers, the Guarantor or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any Securities of any Series series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that that, if: (a) default is made in the payment of any installment of interest on any Security Note when such interest or payment becomes due and payable and such default continues for a period of 30 days,, or (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) any Note at the terms of a SecurityMaturity thereof, then, then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for the principal (and interest andpremium, to the extent that payment of such interest shall be legally enforceableif any) and interest, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securitiesif any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the 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 institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such Securities Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, Notes wherever situated. In addition, if an Event of Default occurs and is continuing, the Trustee shall have the remedies set forth in the Collateral Documents and Section 15.6 hereof. If an Event of Default with respect to any Securities of any Series Notes occurs and is continuing, then the TrusteeTrustee may, subject to Article VII hereof, may in its discretion discretion, proceed to protect and enforce its rights and the rights of the Holders holders of Securities of such Series Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or the Collateral Documents or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. The Trustee shall be under no duty to the Company or any Subsidiary Guarantor to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Collateral, or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenture. The Trustee shall not be liable to the Company or the Subsidiary Guarantors for failure to collect or realize upon any or all of the Collateral, or for any delay in so doing, nor shall the Trustee be under any duty to the Company or the Subsidiary Guarantors to take any action with regard thereto. The Trustee shall have no duty to the Company or the Subsidiary Guarantors to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority or enforceability of the security interests in, or the Trustee’s rights in or to, any of the Collateral.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof and such default continues for a period of 10 daysor, or (c) default is with respect to any Security required to have been purchased pursuant to an Offer to Purchase made in the deposit of any sinking fund payment, if any, when and as due by the terms of a SecurityCompany, thenat the Purchase Date thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and interest premium, if any) and interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest interest, at the rate or rates prescribed therefor in such provided 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants Issuers covenant that if: (a) if a default is made shall occur in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenSecured Notes, the Company Issuers will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesSecured Notes, the whole amount amount, if any, then due and payable on such Securities Secured Notes for principal and interest with interest upon the overdue principal and, to the extent that payment payments of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securitiesapplicable 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, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company 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 may, and shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Controlling Class, institute a judicial proceeding 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 Company Issuer or any other obligor upon such Securities the Secured Notes and collect the moneys amounts adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedAssets. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeTrustee may in its discretion, and shall, subject to Article VII hereofthe terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Controlling Class, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial 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 a Majority 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.remedy or legal or equitable right vested in the Trustee by this Indenture or by law. In case there shall be pending Proceedings relative to either of the Issuers 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 a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken -103- possession of the Issuer 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 Secured Notes, or the creditors or property of the Issuer or the Co-Issuer or such other obligor, the Trustee, regardless of whether the principal of any 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: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Secured Notes upon direction by a Majority of the Controlling Class 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 reasonable 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 Holders allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuer; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders upon the direction of a Majority of the Controlling Class, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and (c) to collect and receive any amounts or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee, and, if the Trustee shall consent to the making of payments directly to the Holders 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holders, any plan of reorganization, arrangement, adjustment or composition affecting the Secured Notes or any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. In any Proceedings brought by the Trustee on behalf of the Holders of the Secured Notes (and any such Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Secured Notes. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a). -104-

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Authority covenants that if: (a) default is made in the payment of any interest installment of interest, if any, on any Security Notes when such interest becomes due and payable and such default continues for a period of 30 five (5) days,; or (b) default is made in the payment of the principal of any Security Notes at their Note Final Maturity Date, then the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, then, the Company Authority will, upon demand of the Trustee, but solely from the Trust Estate per Section 9.14 hereof, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesRegistered Owners, the whole amount then due and payable on such Securities Notes for principal and interest, with interest upon any overdue principal and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal and any overdue interest installments of interest, if any, at the rate or rates prescribed therefor borne by or provided for in such SecuritiesNotes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable fees, expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If Subject to Section 9.14 hereof, if the Company Authority fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may upon receiving indemnification satisfactory to the Trustee institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company Authority or any other obligor upon such Securities Notes of such Class and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Authority or any other obligor upon such SecuritiesNotes, wherever situated. If an Event of Default with respect to any Securities of any Series the Notes occurs and is continuing, the TrusteeTrustee may, subject after being indemnified to Article VII hereof, may its satisfaction and in its discretion discretion, proceed to protect and enforce its rights and the rights of the Holders Registered Owners of Securities of such Series Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default The Issuer covenants that if (i) Default is made in the payment of any interest on any Security BGS Transition Bond when such interest becomes due and payable and such default Default continues for a period of 30 days, five Business Days or (bii) default Default is made in the payment of the then unpaid principal of any Security at BGS Transition Bond on the Final Maturity thereof and such default continues for a period of 10 days, or Date therefor (ciii) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, then, the Company willIssuer shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment BGS Transition Bonds of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities, and, in addition theretoSeries, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If counsel and the Company fails whole amount then due and payable on such BGS Transition Bonds for principal and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective Interest Rate of such Series or the applicable Class of such Series. (b) In case the Issuer 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 institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree decree, and may enforce the same against the Company Issuer or any other obligor upon such Securities BGS Transition Bonds and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company Issuer or any other obligor upon such SecuritiesBGS Transition Bonds, wherever situated. , the moneys adjudged or decreed to be payable. (c) If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeTrustee may, subject to Article VII hereofas more particularly provided in Section 5.4, may in its discretion discretion, proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series BGS Transition Bondholders, by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law including foreclosing or otherwise enforcing the Lien on the BGS Bondable Transition Property securing the BGS Transition Bonds or applying to the BPU or a court of competent jurisdiction for sequestration of revenues arising with respect to such BGS Bondable Transition Property. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the BGS Transition Bonds or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the BGS Transition Bonds, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any BGS Transition Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the BGS Transition 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 BGS Transition Bondholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of BGS Transition 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 moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the BGS Transition Bondholders and of the Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Holders of BGS Transition Bonds 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 such BGS Transition Bondholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such BGS Transition 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 contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any BGS Transition Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the BGS Transition Bonds or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any BGS Transition 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 BGS Transition Bonds, may be enforced by the Trustee without the possession of any of the BGS Transition Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the BGS Transition Bonds. (g) In any Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the BGS Transition Bonds, and it shall not be necessary to make any BGS Transition Bondholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any interest on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal of (or premium, if any, on) any Security Note at the Maturity thereof and such default continues for a period of 10 daysor, or (c) default is with respect to any Note required to have been purchased pursuant to an Offer to Purchase made in the deposit of any sinking fund payment, if any, when and as due by the terms of a SecurityCompany, thenat the Purchase Date thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal (and interest premium, if any) and interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest interest, at the rate or rates prescribed therefor in such Securitiesprovided by the Notes, 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any installment of interest on any Security Senior 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 any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) any Senior Note at the terms of a Security, thenMaturity thereof, the Company will, upon demand of the Trustee, pay to it, the Trustee for the benefit of the Holders of such SecuritiesSenior Notes, the whole amount then due and payable on such Securities Senior Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal and any overdue interest installment of interest, at the rate or rates prescribed therefor in such Securitiesborne by the Senior Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities the Senior Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securitiesthe Senior Notes, wherever situated, including Collateral under the Pledge Agreement. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any interest on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal of (or premium, if any, on) any Security Notes at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if anyor on redemption or otherwise, when and as due by the terms of a Security, thenthat Note, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal principal, premium, if any, and interest with interest on any overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest interest, at the rate or rates prescribed therefor in such Securities, Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the 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 institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company Company, the Guarantor or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Company, the Guarantor or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities Notes of any Series series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities Notes of such Series series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default The Issuer covenants that if (i) Default is made in the payment of any interest on any Security Transition Bond when such interest becomes due and payable and such default Default continues for a period of 30 days, five Business Days, (bii) default Default is made in the payment of the then unpaid principal of any Security at Transition Bond on the Final Maturity thereof and such default continues for a period of 10 days, or Date therefor or (ciii) default Default is made in the deposit payment of the Redemption Price for any sinking fund payment, if any, when and as due by Transition Bond on the terms of a Security, thenRedemption Date therefor, the Company willIssuer shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment Transition Bonds of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities, and, in addition theretoSeries, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If counsel and the Company fails whole amount then due and payable on such Transition Bonds for principal and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective Interest Rate of such Series or the applicable Class of such Series. (b) In case the Issuer 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 institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree decree, and may enforce the same against the Company Issuer or any other obligor upon such Securities Transition Bonds and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company Issuer or any other obligor upon such SecuritiesTransition Bonds, wherever situated. , the moneys adjudged or decreed to be payable. (c) If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeTrustee may, subject to Article VII hereofas more particularly provided in Section 5.04, may in its discretion discretion, proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Transition Bondholders, by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law including foreclosing or otherwise enforcing the Lien on the Bondable Transition Property securing the Transition Bonds or applying to the BPU or a court of competent jurisdiction for sequestration of revenues arising with respect to such Bondable Transition Property. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Transition Bonds or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Transition Bonds, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Transition Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Transition 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 Transition Bondholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Transition 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 moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Transition Bondholders and of the Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Holders of Transition Bonds 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 such Transition Bondholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Transition 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 contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Transition Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Transition Bonds or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Transition 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 Transition Bonds, may be enforced by the Trustee without the possession of any of the Transition Bonds or the production thereof in any trial or other Proceedings relative thereto, and any Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Transition Bonds. (g) In any Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Transition Bonds, and it shall not be necessary to make any Transition Bondholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants Co-Issuers covenant that if: (a) default is made if a Default shall occur in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenNote, the Company Co-Issuers, will, upon demand of the TrusteeTrustee or any affected Noteholder, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesNote, the whole amount amount, if any, then due and payable on such Securities Note for principal and interest, with interest upon the overdue principal and, to the extent that payment payments of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securities, 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, reasonable expenses, disbursements and advances of the Trustee, its such Noteholder and their respective agents and counsel. If the Company 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 institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree decree, and may enforce the same against the Company Issuer or the Co-Issuer, as applicable, or any other obligor upon such Securities the Notes and collect the moneys Monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedCollateral. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion or shall upon direction of the Majority of the Controlling Class proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Noteholders by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual (if no 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 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. In case there shall be pending Proceedings relative to the Issuer or the Co-Issuer or any other obligor upon the Notes under the Bankruptcy 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 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 Notes, or the creditors or property of the Issuer, the Co-Issuer or such other obligor, the Trustee, regardless of whether the principal of any 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: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Collateral Manager (including any claim for reasonable compensation to the Trustee and the Collateral Manager and each predecessor Trustee and the Collateral Manager and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, by the Trustee and the Collateral Manager and each predecessor Trustee and Collateral Manager) and of the Noteholders allowed in any Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Notes or to the creditors or property of the Issuer, the Co-Issuer or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and (c) to collect and receive any Monies or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; and any trustee, receiver or liquidator or other similar official is hereby authorized by each of the Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Noteholders, 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 reasonable expenses and liabilities incurred, by the Trustee and each predecessor Trustee, except as a result of negligence, fraud, willful misconduct or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or any Hedge Counterparty, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or any Hedge Agreement, or to authorize the Trustee to vote in respect of the claim of any Noteholder or any Hedge Counterparty in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or Hedge Agreement or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the reasonable expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys and counsel, shall be for the ratable benefit of the Holders of the Notes payable to such parties and to the Hedge Counterparty in accordance with the Priority of Payments. In any Proceedings brought by the Trustee on behalf of the Holders (including any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) and/or the Hedge Counterparty, the Trustee shall be held to represent all the Holders of the Notes and/or the Hedge Counterparty, as applicable. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 unless either of the conditions specified in Section 5.5(a) is met.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: If an Event of Default described in clause (a) default is made in the payment of any interest on any Security 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 principal of any Security at the Maturity thereof Section 10.1 shall have occurred and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenbe continuing, the Company willshall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Securities with respect to which such SecuritiesEvent of Default shall have occurred, the whole amount then due and payable on such Securities for principal and interest andpremium, to the extent that payment of such interest shall be legally enforceableif any, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securitiesinterest, if any, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the costs and expenses of collection, including the compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counselTrustee under Section 11.7. If the Company fails shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect The Trustee shall, to any Securities the extent permitted by law, be entitled to xxx and recover judgment as aforesaid either before, during or after the pendency of any Series occurs proceedings for the enforcement of the Lien of this Indenture, and is continuingin case of a sale of the Mortgaged Property or any part thereof and the application of the proceeds of sale as aforesaid, the Trustee, subject to Article VII hereof, may in its discretion proceed own name and as trustee of an express trust, shall be entitled to protect enforce payment of, and enforce its rights to receive, all amounts then remaining due and unpaid upon the rights 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 the Trustee and no levy of any execution upon any such judgment upon any of the Mortgaged Property or 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 Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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 remedySecurities.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants and each Guarantor covenant that if: (aif an Event of Default specified in Section 5.01(a) default is made in the payment of any interest on any Security when such interest becomes due or 5.01(b) shall have occurred and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenbe continuing, the Company willand each Guarantor shall, jointly and severally, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal principal, premium, if any, and interest, with interest upon the overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails 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 may, but is not obligated under this paragraph to, institute a 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 to judgment or final decree decree, and may may, but is not obligated under this paragraph to, enforce the same against the Company Company, any Guarantor or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any Guarantor or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion discretion, but is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture or any Security Guarantee by such appropriate private or judicial proceedings as the Trustee shall deem most effectual 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, including, without limitation, seeking recourse against any Guarantor. No recovery of any such judgment upon any property of the Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a) default is made in the payment of any installment of interest and Additional Interest, if any, on any Security 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 any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) any Note at the terms of a Security, thenMaturity thereof, the Company will, upon demand of the Trustee, Issuer will pay to it, the Trustee for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal (and premium and Additional Interest, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal installment of interest and any overdue interest Additional Interest, if any, at the rate or rates prescribed therefor in such Securitiesborne 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, reasonable fees expenses, disbursements and advances of the Trustee, its agents and counselcounsel and any amounts due the Trustee under Section 6.06. If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Issuer or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuer or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Company Issuer covenants that if: if (ai) default is made in the payment of any interest on any Security Bond when such interest the same becomes due and payable payable, and such default continues for a period of 30 five days, , (bii) default is made in the payment of the then unpaid principal of any Security at Bond on the Final Maturity thereof and Date for such default continues for a period of 10 days, or Bond or (ciii) default is made in the deposit payment of the Optional Redemption Price or Mandatory Redemption Price, as applicable, for any sinking fund paymentBond on the Optional Redemption Date or Mandatory Redemption Date, if anyas applicable, when and as due by the terms of a Security, thentherefor, the Company Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securitiesthe Bonds, the whole amount then due and payable on such Securities Bonds for principal and interest, with interest upon the overdue principal and, to the extent that payment at such rate of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the respective rate or rates prescribed therefor in such Securities, and, borne by the Bonds of the applicable Class and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If counsel and an amount sufficient to cover all amounts required to be paid by the Company fails Issuer under the Fee and Indemnity Agreement. (b) Subject to Section 11.16, 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 institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree decree, and may enforce the same against the Company Issuer or any other obligor upon such Securities Bonds and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company Issuer or any other obligor upon such SecuritiesBonds, wherever situated. , the moneys adjudged or decreed to be payable. (c) If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeTrustee may, subject to Article VII hereofas more particularly provided in Remedies; Priorities., may in its discretion discretion, proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Bondholders, by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Bonds or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Bonds, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims 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 (A) 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 willful misconduct), (B) the Bondholders and (C) each Person for whom a claim may be made under the Fee and Indemnity Agreement, allowed in such Proceedings; (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; and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Bondholders and of the Trustee on their behalf; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Bondholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Bondholders, to pay to the Trustee (or such other beneficiary of the Fee and Indemnity Agreement) such amounts as shall be sufficient to cover reasonable compensation and other amounts owing hereunder to the Trustee or such Person, each predecessor Trustee and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or willful misconduct. (e) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any 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 enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Bonds. (g) In any Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Bonds, and it shall not be necessary to make any Bondholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Each Co-Issuer covenants that if: (a) default is made in the payment of any interest on any Security Notes 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 principal of any Security Notes at the Stated Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Securitythereof, then, the Company Co-Issuers will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securitiesthe Notes, the whole amount then due and payable on such Securities the Notes for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securitiesthe Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails Co-Issuers fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Co-Issuers or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company Co-Issuers or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series the Notes occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (aif an Event of Default specified in Section 501(1) default or 501(2) hereof occurs and is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thencontinuing, the Company will, upon demand of the Trustee, pay to it, the Trustee for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal and any overdue interest installment of interest, at the rate or rates prescribed therefor in such Securitiesborne 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture and the Note Guarantees by such appropriate judicial proceedings as the Trustee shall deem most effectual necessary to protect and enforce any such rights, 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: If an Event of Default described in clause (a) default is made in the payment of any interest on any Security 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 principal of any Security at the Maturity thereof Section 9.01 shall have occurred and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenbe continuing, the Company willshall, upon written demand of the Trustee, pay to it, for the benefit of the Holders of the Securities with respect to which such SecuritiesEvent of Default shall have occurred, the whole amount then due and payable on such Securities for principal and interest andpremium, to the extent that payment of such interest shall be legally enforceableif any, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securitiesinterest, if any, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the costs and expenses of collection, including the compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counselTrustee under Section 10.07. If the Company fails shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by applicable law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect 76 The Trustee shall, to any Securities the extent permitted by applicable law, be entitled to xxx and recover judgment as aforesaid either before, during or after the pendency of any Series occurs proceedings for the enforcement of the Lien of this Indenture, and is continuingin case of a sale of the Mortgaged Property or any part thereof and the application of the proceeds of sale as aforesaid, the Trustee, subject to Article VII hereof, may in its discretion proceed own name and as trustee of an express trust, shall be entitled to protect enforce payment of, and enforce its rights to receive, all amounts then remaining due and unpaid upon the rights 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 Securities the same remaining unpaid, with interest as aforesaid. No recovery of any such Series judgment by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce no levy of any execution upon any such judgment upon any of the Mortgaged Property or 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, whether for the specific enforcement of any covenant powers or agreement in this Indenture or in aid remedies of the exercise of any power granted hereinTrustee hereunder, or to enforce any other proper remedyrights, powers or remedies of the Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default If an Event of Default has occurred and is made in continuing and the payment of any interest on any Security when such interest becomes Notes have been declared due and payable and such default continues for a period of 30 days, (b) default is made in declaration and its consequences have not been rescinded and annulled, or at any time on or after the payment of principal of any Security at Stated Maturity, the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentTrustee may, if any, when and as due by the terms of a Security, then, the Company will, upon demand Trust Officer of the Trustee, pay to it, for the benefit of the Holders Trustee has actual knowledge of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment Event of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such SecuritiesDefault, and, in addition thereto, such further amount as shall be sufficient to cover upon the costs and expenses written direction of collection, including the compensation, reasonable expenses, disbursements and advances a Majority of the TrusteeNoteholders (subject to the terms hereof), shall proceed to protect and enforce its agents rights and counsel. If the Company fails to pay rights of the other Secured Parties by such amounts forthwith upon such demand, the Trusteeappropriate Proceedings, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall reasonably deem most effectual effective (if no direction by a Majority of the Noteholders is received by the Trustee) or as the Trustee may be directed by a Majority of the 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. In case there shall be pending Proceedings relative to any Obligor upon the 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 any Obligor or its property, or in case of any other comparable Proceedings relative to an Obligor upon the Notes, or the creditors or property of an Obligor, the Trustee, regardless of whether the principal of any 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: (a) to file and prove a claim or claims for the whole amount of principal of, Make-Whole Amount, if any, and interest accrued and unpaid in respect of each of the Notes and, to file such other papers or documents and take such other actions 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) and of the Holders of the Notes allowed in any Proceedings relative to an Obligor upon the Notes or to the creditors or property of such Obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or a Person performing similar functions in comparable Proceedings; and (c) to collect and receive any monies or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders of the Notes and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders of the Notes to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Holders of the Notes, 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of its gross negligence or willful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes 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 except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. In any Proceedings brought by the Trustee on behalf of the Holders of the Notes (and any such Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Notes.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Partnership covenants that if: (a) default is made in the payment of any interest on any Security the Notes 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 any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when on) and as due by Liquidated Damages, if any, on the terms of a Security, thenNotes at the maturity date thereof, the Company Partnership will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securitiesthe Notes, the whole amount then due and payable on such Securities the Notes for principal principal, premium, if any, and Liquidated Damages, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium, Liquidated Damages and on any overdue interest interest, at the rate or rates prescribed therefor in such Securitiesthe Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company Partnership fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Partnership, the Guarantor or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Partnership, the Guarantor or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series the Notes occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series the Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any interest on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days,; (b2) default is made in the payment of the principal of (or premium, if any, on) any Security Note at the Maturity thereof and such default continues for a period of 10 days, orits Maturity; (c3) default is made in the deposit making or satisfaction of any sinking fund payment, if any, or analogous obligation when and as the same becomes due by pursuant to the terms of any Note; or (4) default is made in the performance, or breach, of any covenant or warranty of the Company in this First Supplemental Indenture or Base Indenture (other than a Securitycovenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), thenand such default or breach continues for a period of 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” under this First Supplemental Indenture and Base Indenture; then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest interest, at the rate or rates prescribed therefor in such SecuritiesNotes, and, in addition theretoaddition, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements disbursements, and advances of the Trustee, its agents agents, and counsel. If the Company fails to pay such amounts forthwith immediately upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such Securities Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such SecuritiesNotes, wherever situated. If an Event of Default with respect to any Securities of any Series the Notes occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this First Supplemental Indenture or Base Indenture or in aid of the exercise of any power granted hereinin this First Supplemental Indenture or Base Indenture, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that Issuers covenant that, if: (a) default is made in the payment of any interest on any Security when such interest it 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 amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price or Fundamental Change Redemption Price, as and when the same shall become due and payable, including at Maturity or in connection with any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenredemption or repurchase, the Company Issuers will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for the principal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price or Fundamental Change Redemption Price, or interest, if any, with interest on the overdue principal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price and interest andFundamental Change Redemption Price and on any overdue interest, to the extent that payment of such interest shall be legally enforceablepermitted by law, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securitiesborne by the Securities (giving effect to the accrued Original Issue Discount), and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company 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 institute a judicial 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 Company Issuers or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuers or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of 50 58 Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. (1) The Company covenants that if: (a) default is made if an Event of Default in the payment of any principal, premium or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor Registration Default Damages, if any, when or Additional Amounts, if any) specified in Section 6.1(1) or Section 6.1(2) occurs and as due by the terms of a Security, thenis continuing, the Company willshall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal principal, premium (if any), and interest (and Registration Default Damages, if any, and Additional Amounts, if any), and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any), and on any overdue interest (and Registration Default Damages, if any, and Additional Amounts, if any), at the rate or rates prescribed therefor in such Securitiesborne by the Notes, provided, however, that the Trustee shall not be required to determine the amounts due hereunder and, in addition thereto, to the extent lawful, such further amount as shall be sufficient to cover the costs and expenses of collection, including the compensationcompensation to, reasonable and expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. counsel and all other amounts due the Trustee under Section 7.7. (2) If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trusttrust in favor of the Holders, may institute a judicial 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 Company or any other obligor upon such Securities Subsidiary Guarantor and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such SecuritiesSubsidiary Guarantor, wherever situated. . (3) If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: if (a) a default is made in the payment of any installment of interest and Liquidated Damages, if any, on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days, , or (b) b default is made in the payment of the principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) any Note at the terms of a Security, thenMaturity thereof, the Company will, upon demand of the Trustee, will pay to it, the Trustee for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal (and premium and Liquidated Damages, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal installment of interest and any overdue interest Liquidated Damages, if any, at the rate or rates prescribed therefor in such Securitiesborne 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, reasonable fees expenses, disbursements and advances of the Trustee, its agents and counselcounsel and any amounts due the Trustee under Section 606. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company (a) Subject to the terms of the related Series Supplement, the Issuer covenants that if: if (ai) default is made in the payment of any interest on any Security Note when such interest the same becomes due and payable payable, and such default continues for a period of 30 five days, , or (bii) default is made in the payment of the principal of or any installment of the principal of any Security at Note when the Maturity thereof same becomes due and payable, and such default continues for a period of 10 five days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, then, the Company Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securitiesthe Notes, the whole amount then due and payable on such Securities Notes for principal and interest, with interest upon the overdue principal, and, to the extent that payment at such rate of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securities, and, applicable Interest Rate and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and outside counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. . (b) If an Event of Default occurs and is continuing with respect to any Securities of any Series occurs and is continuinga Series, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders Noteholders of Securities of such each Series by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or the related Series Supplement or in aid of the exercise of any power granted herein, or to enforce any other proper remedyremedy or legal or equitable right vested in the Trustee by this Indenture, the related Series Supplement or by law. (c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the related Series Trust Estate, proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes of such Series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Notes of such Series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of such Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee against the related Series Trust Estate (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and outside 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, bad faith or willful misconduct) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes of such Series in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and received with respect to the related Series Trust Estate and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Holders of Notes of such Series, in each case against the related Series Trust Estate 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 such Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Noteholders, 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. (d) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. (e) All rights of action and of asserting claims under this Indenture, the related Series Supplement or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (f) In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or the related Series Supplement), the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants Applicable Issuers covenant that if: (a) if a default is made shall occur in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenSecured Note, the Company willApplicable Issuers shall, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesSecured Note, the whole amount amount, if any, then due and payable on such Securities Secured Note for principal and interest andwith interest upon the overdue principal, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securitiesapplicable 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, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company 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 shall upon written direction of a Majority of the Controlling Class institute a judicial proceeding 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 Company Applicable Issuers or any other obligor upon such Securities the Secured Notes and collect the moneys Monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of Assets (subject, in each case, to the Company or any other obligor upon such SecuritiesTrustee's rights hereunder, wherever situatedincluding Section 6.1(c)(iv)). If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, may in its discretion Trustee shall upon written direction of the Majority of the Controlling Class proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial 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 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law (subject, in each case, to the Trustee's rights hereunder, including Section 6.1(c)(iv)). In case there shall be pending Proceedings relative to the Issuer or the 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 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 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 Secured Notes, or the creditors or property of the Issuer, the Co-Issuer or such 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: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Secured Notes, as applicable, 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 reasonable 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 Secured Noteholders or Holders allowed in any Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Secured Notes or to the creditors or property of the Issuer, the Co-Issuer or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Secured Notes upon the direction of such Holders, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or person performing similar functions in comparable Proceedings; and (c) to collect and receive any Monies or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Secured Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Secured Noteholders 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Secured Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Secured Notes or any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Secured Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. In any Proceedings brought by the Trustee on behalf of the Holders of the Secured Notes (and any such Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Secured Notes. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that that, if: (a) default is made in the payment of any installment of interest on any Security Note when such interest or payment becomes due and payable and such default continues for a period of 30 days,, or (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) any Note at the terms of a SecurityMaturity thereof, then, then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for the principal (and interest andpremium, to the extent that payment of such interest shall be legally enforceableif any) and interest, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securitiesif any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the 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 institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such Securities Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, Notes wherever situated. In addition, if an Event of Default occurs and is continuing, the Trustee shall have the remedies set forth in the Collateral Documents and Section 15.6 hereof. If an Event of Default with respect to any Securities of any Series Notes occurs and is continuing, then the TrusteeTrustee may, subject to Article VII hereof, may in its discretion discretion, proceed to protect and enforce its rights and the rights of the Holders holders of Securities of such Series Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or the Collateral Documents or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. The Trustee shall be under no duty to the Company or any Subsidiary Guarantor to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protect, notice of dishonor, or other notice or demand in connection with any Collateral, or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenture. The Trustee shall not be liable to the Company or the Subsidiary Guarantors for failure to collect or realize upon any or all of the Collateral, or for any delay in so doing, nor shall the Trustee be under any duty to the Company or the Subsidiary Guarantors to take any action with regard thereto. The Trustee shall have no duty to the Company or the Subsidiary Guarantors to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority or enforceability of the security interests in, or the Trustee’s rights in or to, any of the Collateral.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default if a Default is made in the payment of any the Principal Amount plus accrued and unpaid interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made the Maturity Date therefor or in the payment of principal the Fundamental Change Purchase Price in respect of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenNote, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such SecuritiesNotes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee may, but shall not be obligated to, pursue any available remedy to collect the payment of the Principal Amount plus accrued but unpaid interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if the Trustee does not possess any of the Notes or does not produce any of the Notes in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. Trustee May File Proofs of Claim . In case of any judicial proceeding relative to the Company (or any other obligor upon the Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under this Indenture and applicable law 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 67 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, subject its agents and counsel and any other amounts due the Trustee under Section 11.07. No provision of this Indenture shall be deemed to Article VII hereofauthorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, may in its discretion proceed to protect and enforce its rights and arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Holders Trustee to vote in respect of Securities the claim of any Holder in any such proceeding. 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 Series by such appropriate judicial proceedings as the Trustee shall deem most effectual money to protect and enforce any such rightsHolders, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid upon presentation of the exercise Notes and the notation thereon of any power granted herein, or to enforce any other proper remedy.the payment if only partially paid and upon surrender thereof if fully paid:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: : (a) default is made in the payment of any installment of interest on any Security 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 any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) any Note at the terms of a Security, thenMaturity thereof, the Company Issuer will, upon demand of the Trustee, pay to it, the Trustee for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal and any overdue interest installment of interest, at the rate or rates prescribed therefor in such Securitiesborne 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Issuer, any Guarantor or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuer, any Guarantor or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture and the Guarantees by such appropriate judicial proceedings as the Trustee shall deem most effectual 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, including seeking recourse against any Guarantor.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default continues for a period of 30 90 days, (b) default is made in the payment of the principal or premium, if any, of any Security at the Maturity thereof and such default continues maturity thereof, including any maturity occurring by reason of a call for a period of 10 daysredemption or otherwise, or (c) default is made in the deposit of any sinking fund payment, if any, payment when and as due by the terms of a Security, then, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders holders of such SecuritiesSecurities and any coupons appertaining thereto, the whole amount then that shall have become due and payable on such Securities and coupons for principal or premium, if any, and interest, with interest upon the overdue principal and, to the extent that payment of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in borne by such Securities, ; and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the costs and expenses of collection, including the compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counselTrustee under Section 7.06. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding proceedings to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series securityholders by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any interest on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal of (or premium, if any, on) any Security Notes at the Maturity thereof or on redemption or otherwise, when and as due by the terms of that Note, and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, then, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal principal, premium, if any, and interest with interest on any overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest interest, at the rate or rates prescribed therefor in such Securities, Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the 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 institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company Company, the Guarantor or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Company, the Guarantor or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities Notes of any Series series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities Notes of such Series series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default continues for a period of 30 90 days,, or (b) default is made in the payment of the principal or premium, if any, of any Security at the Maturity thereof and such default continues for a period of 10 daysmaturity thereof, or (c) default is made in the deposit of including any sinking fund payment, if any, when and as due maturity occurring by the terms reason of a Security, thencall for redemption or otherwise, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders holders of such SecuritiesSecurities and any coupons appertaining thereto, the whole amount then that shall have become due and payable on such Securities and coupons for principal or premium, if any, and interest, with interest upon the overdue principal and, to the extent that payment of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in borne by such Securities, Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding proceedings to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series securityholders by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: If an Event of Default described in clause (a) default is made in the payment of any interest on any Security 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 principal of any Security at the Maturity thereof Section 10.01 shall have occurred and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenbe continuing, the Company willshall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Bonds with respect to which such SecuritiesEvent of Default shall have occurred, the whole amount then due and payable on such Securities Bonds for principal and interest andpremium, to the extent that payment of such interest shall be legally enforceableif any, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securitiesinterest, if any, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the costs and expenses of collection, including the compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counselTrustee under Section 11.07. If the Company fails shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities Bonds and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such SecuritiesBonds, wherever situated. If an Event of Default with respect The Trustee shall, to any Securities the extent permitted by law, be entitled to sue and recover judgment as aforesaid either before, during or after txx pendency of any Series occurs proceedings for the enforcement of the lien of this Indenture, and is continuingin case of a sale of the Mortgaged Property or any part thereof and the application of the proceeds of sale as aforesaid, the Trustee, subject to Article VII hereof, may in its discretion proceed own name and as trustee of an express trust, shall be entitled to protect enforce payment of, and enforce its rights to receive, all amounts then remaining due and unpaid upon the rights 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 the Trustee and no levy of any execution upon any such judgment upon any of the Mortgaged Property or 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 Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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 remedyBonds.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer and the Partnership covenants that if: (a) default is made in the payment of any interest on any Security Senior 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 any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on any Senior Note at the terms of a Security, thenStated Maturity thereof, the Company Issuer and the Partnership will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesSenior Notes, the whole amount then due and payable on such Securities Senior Notes for principal and 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, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securities, borne by the Senior Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company Issuer or the Partnership, as the case may be, fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, unpaid and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company Issuer, the Partnership or any other obligor upon such Securities the Senior Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuer, the Partnership or any other obligor upon such Securitiesthe Senior Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion (i) proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture, the Senior Guarantee or the Senior Partnership Upstream Note Mortgage (subject to the terms thereof) by such appropriate private or judicial proceedings as the Trustee shall deem most effectual to protect and enforce such rights, including, without limitation, any rights or powers conferred on the Trustee pursuant to the Senior Partnership Upstream Note Mortgage and seeking recourse against the Partnership pursuant to the terms of the Senior Guarantee, or (ii) to proceed to protect and enforce the rights of the Trustee and the Holders of Senior Notes under the Senior Partnership Upstream Note Mortgage by such appropriate private or judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture the Senior Partnership Upstream Note Mortgage or in aid of the exercise of any power granted hereintherein, or to enforce any other proper remedy, including, without limitation, seeking recourse against the Partnership pursuant to the terms of the Senior Guarantee, appointment of a receiver for the Collateral and foreclosure, realization and sale of the Collateral pursuant to the terms of the Senior Partnership Upstream Note Mortgage. The Trustee shall be entitled to xxx and recover judgment as aforesaid or to xxx to enforce any Lien under the Senior Partnership Upstream Note Mortgage, in either case, either before, after or during the pendency of any other proceeding for the enforcement of any Lien under the Senior Partnership Upstream Note Mortgage, and the right of the Trustee to recover such judgment shall not be affected by any sale under the Senior Partnership Upstream Note Mortgage or by the exercise of any right, power or remedy for the enforcement of the provisions of the Senior Partnership Upstream Note Mortgage, or the foreclosure or enforcement of any Lien of the Senior Partnership Upstream Note Mortgage. No recovery of any such judgment upon any property of the Issuer or the Partnership shall affect or impair the Lien on the Collateral or any rights, powers or remedies of the Trustee or the Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants Co-Issuers covenant that if: (a) default is made if a Default shall occur in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in Class A Note or Class B Note, the payment of principal of or interest on any Security at Class C Note, or Class D Note or Class E Note (but with respect to interest, only after the Maturity thereof Class A Notes, and such default continues for a period of 10 daysthe Class B Notes and, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenapplicable, the Company willClass C Notes and the Class D Notes, and all interest accrued thereon have been paid in full), as applicable, the Co-Issuers will upon demand of the TrusteeTrustee or any affected Noteholder, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesNote, the whole amount amount, if any, then due and payable on such Securities Note for principal and interest with interest upon the overdue principal and, to the extent that payment payments of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue installments of interest at the rate or rates prescribed therefor in such Securities, 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, reasonable expenses, disbursements and advances of the Trustee, its Trustee and such Noteholder and their respective agents and counsel. If the Company 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 institute a judicial proceeding 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 Proceeding to judgment or final decree decree, and may enforce the same against the Company Co-Issuers or any other obligor upon such Securities the Notes and collect the moneys Monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedCollateral. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual (if no 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 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. In case there shall be pending Proceedings relative to the Issuer or the Co-Issuer or any other obligor upon the Notes under the Bankruptcy 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 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 Notes, or the creditors or property of the Issuer, the Co-Issuer or such other obligor, the Trustee, regardless of whether the principal of any 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: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes upon direction by a Majority of the Controlling Class 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) and of the Noteholders allowed in any Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Notes and the Hedge Agreements or to the creditors or property of the Issuer, the Co-Issuer or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes, upon the direction of such Holders, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or person performing similar functions in comparable Proceedings; and (c) to collect and receive any Monies or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on behalf of the Noteholders and the Trustee; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Noteholders, 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the reasonable expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys and counsel, shall be for the benefit of the Secured Parties and payable to the Secured Parties in accordance with the Priority of Payments. In any Proceedings brought by the Trustee on behalf of the Holders, the Trustee shall be held to represent, subject to Section 6.17, all the Secured Parties. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except in accordance with Section 5.5(a).

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants Issuers covenant that if: (a) default is made if a Default shall occur in respect of the payment of any principal of or interest or other amounts owing on any Security when such interest becomes Note to the extent then due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by pursuant to the terms hereof and the Priority of a SecurityPayments or the Priority of Acceleration Payments, thenas applicable, the Company Issuers will, upon demand of the TrusteeTrustee or any affected Noteholder, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesNote, the whole amount amount, if any, then due and payable on such Securities Note for principal and interest, with interest upon the overdue principal and, to the extent that payment payments of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securities, 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, reasonable expenses, disbursements and advances of the Trustee, its Trustee and such Noteholder and their respective agents and counsel. If the Company 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 may, subject to the Intercreditor Agreement, institute a judicial proceeding 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 Proceeding to judgment or final decree decree, and may enforce the same against the Company Issuers or any other obligor upon such Securities the Notes and collect the moneys Monies adjudged or deemed decreed to be payable in the manner provided by law out of the Collateral or other property of the Company or any other obligor upon such Securities, wherever situatedIssuers. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion discretion, but subject to the Intercreditor Agreement, proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Noteholders by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual (if no 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 Controlling 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture, by any other Financing Document or by law. In case there shall be pending Proceedings relative to the Issuer or the Co-Issuer or any other obligor upon the Notes under the Bankruptcy 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 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 Notes, or the creditors or property of the Issuer, the Co-Issuer or such other obligor, the Trustee, regardless of whether the principal of any 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 5.2, 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: (a) to file and prove a claim or claims for the whole amount of principal, interest and other amounts owing and unpaid in respect of the Notes upon direction by the Holders of such Notes, 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) and of the Noteholders allowed in any Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Notes or to the creditors or property of the Issuer, the Co-Issuer or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes, upon the direction of such Holders, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or person performing similar functions in comparable Proceedings; and (c) to collect and receive any Monies or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on behalf of the Noteholders and the Trustee; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Noteholders, 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the reasonable expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys and counsel, shall be for the ratable benefit of the Holders of the Notes of each Class payable to the Holders in accordance with the Priority of Payments or the Priority of Acceleration Payments, as applicable. In any Proceedings brought by the Trustee on behalf of the Holders, the Trustee shall be held to represent all the Holders of the Notes.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants and the Guarantor covenant that if: (a1) default is made in the payment of any instalment of interest on any Security Senior Notes when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of (i) the principal of (or premium, if any) or, (ii) any Security sinking fund instalment when due and payable on any Senior Notes at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenthereof, the Company or the Guarantor will, upon demand of the TrusteeTrustee or the Holders of not less than 25% in principal amount of such Outstanding Senior Notes, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesSenior Notes, the whole amount then due and payable on such Securities Senior Notes for principal (and 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, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or respective rates prescribed therefor in borne by such Securities, Senior Notes or at the rate or respective rates specified therein; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails and the Guarantor fail to pay such amounts amount forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company and the Guarantor or any other obligor upon such Securities the Senior Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company and the Guarantor or any other obligor upon such Securitiesthe Senior Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days,days (whether or not such payment is prohibited by the provisions of Article Fourteen hereof), or (b) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof and (whether or not such default continues for a period of 10 days, or (c) default payment is made in the deposit of any sinking fund payment, if any, when and as due prohibited by the terms provisions of a Security, thenArticle Fourteen hereof), the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails falls to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any Securities of any Series series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: if (a1) default is made in 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 becomes or Additional Amounts shall have become due and payable and such default continues for a period of 30 10 days, , or (b2) default is made in the payment of the principal of or any premium on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenits Maturity, the Company willshall, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesSecurities and any Coupons appertaining thereto, the whole amount of money then due and payable on with respect to such Securities for principal and any Coupons appertaining thereto, with interest upon the overdue principal, any premium and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal installments of interest and any overdue interest Additional Amounts at the rate or rates prescribed therefor 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counselcounsel and all other amounts due to the Trustee under Section 606. If the Company 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 institute a judicial proceeding for the collection of the sums money so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company Company, the Guarantor or any other obligor upon such Securities and any Coupons appertaining thereto and collect the moneys monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Company, the Guarantor or any other obligor upon such SecuritiesSecurities and any Coupons appertaining thereto, wherever situated. If an Event of Default with respect to any Securities of any Series series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series series and any Coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.. Section 504. Trustee May File Proofs of Claim. -------------------------------- In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, the Guarantor or any other obligor upon the Securities or the property of the Company, the Guarantor, or such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the Guarantor for the payment of any overdue principal, premium, interest or Additional Amounts) shall be entitled and empowered, by intervention in such 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, including: (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

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a) if a default is made shall occur in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenNote, the Company Issuer will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesNote, the whole amount amount, if any, then due and payable on such Securities Note for principal and interest and, to with interest upon the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and 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, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may may, and shall upon direction of the Majority Noteholders, institute a judicial proceeding 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 Company Issuer or any other obligor upon such Securities the Sole Shareholder, acting on behalf of the Issuer with respect to its rights under the Issuer Contribution Agreement, and collect the moneys Cash adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedCollateral. If an Event of Default with respect to any Securities of any Series occurs has occurred and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial 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 remedyremedy 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: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes upon direction by the Majority Noteholders 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 reasonable 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 Holders allowed in any Proceedings relative to the Issuer or the Sole Shareholder or to the creditors or property of the Issuer or the Sole Shareholder; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders upon the direction of the Majority Noteholders, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and (c) to collect and receive any Cash or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Holders 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holders, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. In any Proceedings brought by the Trustee on behalf of the Holders of the Notes (and any such Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Notes. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (aif an Event of Default specified in Section 5.01(a) default is made in the payment of any interest on any Security when such interest becomes due or 5.01(b) shall have occurred and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenbe continuing, the Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal principal, premium, if any, and interest, with interest upon the overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securities, 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may may, but is not obligated under this paragraph to, institute a 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 to judgment or final decree decree, and may may, but is not obligated under this paragraph to, enforce the same against the Company or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion but is not obligated under this paragraph to (i) proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture by such appropriate private or judicial proceedings as the Trustee shall deem most effectual 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. No recovery of any such judgment upon any property of the Company shall affect or impair any rights, powers or remedies of the Trustee or the Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default The Issuer covenants that if (i) Default is made in the payment of any interest on any Security Transition Bond when such interest becomes due and payable and such default Default continues for a period of 30 days, five Business Days, (bii) default Default is made in the payment of the then unpaid principal of any Security at Transition Bond on the Final Maturity thereof and such default continues for a period of 10 days, or Date therefor or (ciii) default Default is made in the deposit payment of the Redemption Price or for any sinking fund payment, if any, when and as due by Transition Bond on the terms of a Security, thenRedemption Date therefor, the Company willIssuer shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment Transition Bonds of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities, and, in addition theretoSeries, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If counsel and the Company fails whole amount then due and payable on such Transition Bonds for principal and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective Interest Rate of such Series or the applicable Class of such Series. (b) In case the Issuer 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 institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree decree, and may enforce the same against the Company Issuer or any other obligor upon such Securities Transition Bonds and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company Issuer or any other obligor upon such SecuritiesTransition Bonds, wherever situated. , the moneys adjudged or decreed to be payable. (c) If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeTrustee may, subject to Article VII hereofas more particularly provided in Section 5.04, may in its discretion discretion, proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Transition Bondholders, by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law including foreclosing or otherwise enforcing the Lien on the Bondable Transition Property securing the Transition Bonds. The Trustee shall request a court of competent jurisdiction to permit the BPU to issue and enforce any order for sequestration of revenues arising with respect to such Bondable Transition Property. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Transition Bonds or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Transition Bonds, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Transition Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Transition 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 Transition Bondholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Transition 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 moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Transition Bondholders and of the Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Holders of Transition Bonds 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 such Transition Bondholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Transition 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 contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Transition Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Transition Bonds or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Transition 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 Transition Bonds, may be enforced by the Trustee without the possession of any of the Transition Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Transition Bonds. (g) In any Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Transition Bonds, and it shall not be necessary to make any Transition Bondholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Company covenants that if:, (a1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal amount of (or premium, if any, on) any Security at the Maturity Date thereof and such default continues for a period of 10 daysor, or (c) default is with respect to any Security required to have been purchased pursuant to an offer to purchase made in the deposit of any sinking fund payment, if any, when and as due by the terms of a SecurityCompany, thenat the Purchase Date thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal amount at maturity (and interest premium, if any) and interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and on any overdue interest interest, at the rate or rates prescribed therefor in such provided 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. . (b) If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities Guarantor and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such SecuritiesGuarantor, wherever situated. . (c) If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company and each Subsidiary Guarantor covenants that if: (a) default is made in the payment of any interest (including Special Interest), if any, on any Security 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 any Security at the Stated Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenthereof, the Company and such Subsidiary Guarantor will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest (including Special Interest, if any), with interest upon the overdue principal and, to the extent that payment of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company or any Subsidiary Guarantor, as the case may be, fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, unpaid and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company or any Subsidiary Guarantor or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Company, any Subsidiary Guarantor or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture or any Guarantee by such appropriate private or judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, rights of 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, subject however to Section 7.12. No recovery of any such judgment upon any property of the Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants Issuer covenant that if: (a) if a default is made shall occur in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenSecured Note, the Company Issuer will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesSecured Note, the whole amount amount, if any, then due and payable on such Securities Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payment payments of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securitiesapplicable 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, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may may, and shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Controlling Class, institute a judicial proceeding 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 Company Issuer or any other obligor upon such Securities the Secured Notes and collect the moneys Monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedAssets. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeTrustee may in its discretion, and shall, subject to Article VII hereofthe terms of this Indenture (including Section 6.3(e)) upon written direction of the Supermajority of the Controlling Class, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial 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 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Secured Notes under the Bankruptcy 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 their 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 Secured Notes, or the creditors or property of the Issuer or such 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: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Secured Notes upon direction by a Majority of the Controlling Class 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 reasonable 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 Secured Noteholders allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuer; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Secured Noteholders upon the direction of a Majority of the Controlling Class, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and (c) to collect and receive any Monies or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Secured Noteholders to make payments to the Trustee, and, if the Trustee shall consent to the making of payments directly to the Secured Noteholders 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Secured Noteholders, any plan of reorganization, arrangement, adjustment or composition affecting the Secured Notes or any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Secured Noteholders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. In any Proceedings brought by the Trustee on behalf of the Holders of the Secured Notes (and any such Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Secured Notes. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that that, if: (a) default is made in the payment of any interest on any Security when such interest it becomes due and payable and such default continues for a period of 30 days,, or (b) default is made in the payment of principal of the principal, Redemption Price or Fundamental Change Redemption Price, as and when the same shall become due and payable, including at Maturity or in connection with any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenredemption or repurchase, the Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal the principal, Redemption Price or Fundamental Change Redemption Price, or interest, if any, with interest on the overdue principal, Redemption Price and interest andFundamental Change Redemption Price and on any overdue interest, to the extent that payment of such interest shall be legally enforceablepermitted by law, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such borne by the Securities, and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a1) default is made in 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 becomes or Additional Amounts shall have become due and payable and such default continues for a period of 30 90 days,, or (b2) default is made in the payment of the principal of or any premium on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenits Maturity, the Company willIssuer shall, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesSecurities and any Coupons appertaining thereto, the whole amount of money then due and payable on with respect to such Securities for principal and any Coupons appertaining thereto, with interest upon the overdue principal, any premium and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal installments of interest and any overdue interest Additional Amounts at the rate or rates prescribed therefor 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counselcounsel and all other amounts due to the Trustee under Section 606. If the Company Issuer 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 institute a judicial proceeding for the collection of the sums money so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company Issuer or any Guarantor or any other obligor upon such Securities and any Coupons appertaining thereto and collect the moneys monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuer or any Guarantor or any other obligor upon such SecuritiesSecurities and any Coupons appertaining thereto, wherever situated. If an Event of Default with respect to any Securities of any Series series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series series and any Coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any interest on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) any Note at the terms of a Security, thenMaturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest interest, at the rate or rates prescribed therefor in such SecuritiesNotes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may (or, at the direction of Holders of not less than 25% of the Outstanding Notes shall), in addition to any other remedies available to it, institute a judicial proceeding for the collection of the sums so due and unpaid, unpaid and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company Company, any Subsidiary Guarantor or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Company, any Subsidiary Guarantor or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series Notes occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Partnership covenants that if: (a) default is made in the payment of any interest or Liquidated Damages on any Security the Notes when such interest becomes or Liquidated Damages become 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 any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) the terms of a Security, thenNotes at the maturity date thereof, the Company Partnership will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securitiesthe Notes, the whole amount then due and payable on such Securities the Notes for principal principal, premium, if any, and Liquidated Damages, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium, Liquidated Damages and on any overdue interest interest, at the rate or rates prescribed therefor in such Securitiesthe Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company Partnership fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Partnership, the Guarantor or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Partnership, the Guarantor or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series the Notes occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series the Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Company Issuer covenants that if: if (ai) default is made in the payment of any interest on any Security Note when such interest the same becomes due and payable payable, and such default continues for a period of 30 two days, , or (bii) default is made in the payment of the principal of or any installment of the principal of any Security at Note when the Maturity thereof same becomes due and payable, and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenone day, the Company will, upon demand of Issuer will pay to the Trustee, pay to it, for the benefit of the Holders of such Securitiesthe Notes, the whole amount then due and payable on such Securities Notes for principal and interest, with interest upon the overdue principal, and, to the extent that payment at such rate of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the applicable interest rate or rates prescribed therefor set forth in such Securities, and, the related Note Purchase Agreement and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If . (b) Each Noteholder hereby irrevocably and unconditionally appoints the Company fails Trustee as the true and lawful attorney-in-fact of such Noteholder, with full power of substitution, to pay execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Trustee as well as in the name, place and stead of such amounts forthwith upon Noteholder, such demandacts, things and deeds for or on behalf of and in the name of such Noteholder under this Indenture (including specifically under Section 5.4) and under the Basic Documents which such Noteholder could or might do or which may be necessary, desirable or convenient in such Trustee’s sole discretion to effect the purposes contemplated hereunder and under the Basic Documents and, in its own name and as trustee without limitation, following the occurrence of an express trustEvent of Default, may institute a judicial proceeding for exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the collection administration, maintenance or disposition of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. Trust Estate. (c) If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion and shall, at the direction of the Required Noteholders (except as provided in Section 5.3(d) below), proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Noteholders by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. (d) Notwithstanding anything to the contrary contained in this Indenture (including, without limitation, Sections 5.4(a), 5.12, 5.13 and 5.17), if the Issuer fails to perform its obligations under Section 10.1(b) hereof when and as due, the Trustee shall, at the direction of the Required Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Trustee shall deem most effective to protect and enforce any such rights, whether for specific performance 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. (e) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes 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, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Noteholders 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 such Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Noteholders, 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. (f) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. (g) All rights of action and of asserting claims under this Indenture or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (h) In any Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture), the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a1) default is made in the payment of any installment of interest on any Security the Note when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) the terms of a Security, thenNote at the Maturity thereof, the Company Issuer will, upon demand of the Trustee, pay to it, the Trustee for the benefit of the Holders of such Securitiesthe Notes, the whole amount then due and payable on such Securities the Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal and any overdue interest installment of interest, at the rate or rates prescribed therefor in such Securitiesborne 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Issuer, any Guarantor or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuer, any Guarantor or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture and the Guarantees by such appropriate judicial proceedings as the Trustee shall deem most effectual 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, including seeking recourse against any Guarantor.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: if an Event of Default specified in Section 5.01(i), 5.01(ii) or 5.01(iii) (ato the extent relating to a payment required by Section 10.10 or Section 10.15) default is made in the payment of any interest on any Security when such interest becomes due shall have occurred and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenbe continuing, the Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal principal, premium, if any, and interest, with interest upon the overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securities, then borne by the Notes (and 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may may, but is not obligated under this paragraph to, institute a 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 to judgment or final decree decree, and may may, but is not obligated under this paragraph to, enforce the same against the Company or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion discretion, but is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture by such appropriate private or judicial proceedings as the Trustee shall deem most effectual 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. No recovery of any such judgment upon any property of the Company shall affect or impair any rights, powers or remedies of the Trustee or the Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Company Issuer covenants that if: if (ai) default is made in the payment of any interest on on, or principal of, the Notes, or any Security amount due from the Issuer to any Note Purchaser under the Basic Documents, when such interest the same becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenpayable, the Company Issuer will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesNoteholders and the Note Purchasers, as applicable, the whole amount then due and payable on such Securities the Notes for principal and interest, with interest upon the overdue principal, and, to the extent that payment at such rate of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securitiesapplicable Note Interest Rate, all other amounts due and owing by the Issuer under the Basic Documents and, in each case, in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. . (b) If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion subject to the prior written consent of the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class and shall, at the direction of the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class, proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Note Purchasers and the Noteholders by such appropriate judicial proceedings Proceedings as the Trustee Trustee, the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Indenture, any other Basic Document or in aid of the exercise of any power granted herein, or to enforce any other proper remedyremedy or legal or equitable right vested in the Trustee by this Indenture, any other Basic Document or by law. (c) [RESERVED]. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate or any portion thereof, proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and the whole amount then due to the Note Purchasers under the Basic Documents 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, bad faith or willful misconduct) and of the Note Purchasers and the Noteholders allowed in such proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders and the Note Purchasers in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, the Note Purchasers and of the Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee, the Note Purchasers or the Noteholders 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 the Noteholders and each Note Purchaser to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Noteholders or the Note Purchasers, 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 contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or any Note Purchaser any plan of reorganization, arrangement, adjustment or composition affecting any class of the Notes or the rights of any Noteholder or any Note Purchaser or to authorize the Trustee to vote in respect of the claim of any Noteholder or any Note Purchaser 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, any other Basic Document or under the Notes, may be enforced by the Trustee without the possession of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the benefit of the Noteholders and the Note Purchasers. (g) In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any other Basic Document), the Trustee shall be held to represent the Note Purchasers and the Noteholders, and it shall not be necessary to make the Note Purchasers or the Noteholders a party to any such proceedings. Notwithstanding the foregoing, nothing contained in this Indenture shall be deemed to prohibit a Note Purchaser or a Noteholder from representing itself in any such action or proceeding.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: if (a1) default is made in 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 becomes or Additional Amounts shall have become due and payable and such default continues for a period of 30 10 days, , or (b2) default is made in the payment of the principal of or any premium on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenits Maturity, the Company willshall, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesSecurities and any Coupons appertaining thereto, the whole amount of money then due and payable on with respect to such Securities for principal and any Coupons appertaining thereto, with interest upon the overdue principal, any premium and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal installments of interest and any overdue interest Additional Amounts at the rate or rates prescribed therefor 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counselcounsel and all other amounts due to the Trustee under Section 606. If the Company 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 institute a judicial proceeding for the collection of the sums money so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company Company, the Guarantor or any other obligor upon such Securities and any Coupons appertaining thereto and collect the moneys monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Company, the Guarantor or any other obligor upon such SecuritiesSecurities and any Coupons appertaining thereto, wherever situated. If an Event of Default with respect to any Securities of any Series series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series series and any Coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem most effectual 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. Section 504. Trustee May File Proofs of Claim. -------------------------------- In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, the Guarantor or any other obligor upon the Securities or the property of the Company, the Guarantor, or such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the Guarantor for the payment of any overdue principal, premium, interest or Additional Amounts) shall be entitled and empowered, by intervention in such 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, including: (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; provided, however, that the -------- ------- Trustee 50 may, on behalf of the Holders of Securities or any Coupons, 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. 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a) default is made in the payment of any installment of interest on any Security 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 any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on any Note at the terms of a Security, thenMaturity thereof, the Company Issuer will, upon demand of the Trustee, pay to it, the Trustee for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal of, and interest or premium, if any, on, the Notes when due, and interest or premium, if any, on any overdue principal, and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal and any overdue interest installment of interest, at the rate or rates prescribed therefor in such Securitiesborne 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Issuer, any Guarantor or any other obligor upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuer, any Guarantor or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture and the Note Guarantees by such appropriate judicial proceedings as the Trustee shall deem most effectual 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, including seeking recourse against any Guarantor.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any interest, if any, to the extent the Company is not entitled to further extend the payment of such interest pursuant to Article XII on any Security Debenture when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal or Redemption Price of any Security Debenture at the Maturity thereof and such default continues for a period of 10 daysthereof, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, then, then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesDebentures, the whole amount then due and payable on such Securities Debentures for principal or Redemption Price and interest interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and or Redemption Price, on any overdue interest interest, at the rate or rates prescribed therefor in such SecuritiesCoupon Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the 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 institute a judicial proceeding for the collection of the sums so due and unpaid, may may, in its discretion, prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities Debentures and collect the moneys monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such SecuritiesDebentures, wherever situated. If an Event of Default of which a Responsible Officer of the Trustee has actual knowledge with respect to any Securities of any Series Debentures occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Debentures by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in and the payment of Guarantor covenant that, if the Company fails to pay any principal or any interest on any Security when such Senior Debt Securities of that series within 14 days from the due date for payment and the principal or interest becomes due has not been duly paid within a further 14 days following written notice from the Trustee to the Company or to the Company and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due Trustee by the terms Holders of a Security, thenat least 25% in aggregate principal amount of the Outstanding Senior Debt Securities of that series requiring the non-payment to be made good, the Company or the Guarantor will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Senior Debt Securities, the whole amount then due and payable on such Senior Debt Securities for principal (and interest andpremium, to the extent that payment of such interest shall be legally enforceableif any) and interest, if any, and interest on any overdue principal (and any overdue interest premium, if any), at the rate or rates prescribed therefor in such Senior 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any Senior Debt Securities of any Series series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Senior Debt Securities of such Series series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Senior Debt Securities Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy, including the institution of proceedings in Scotland (but not elsewhere) for the winding-up of the Company or the Guarantor. The Holders of Senior Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off or counterclaim or combination of accounts with respect to the Senior Debt Securities or this Senior Debt Securities Indenture (or between the obligations under or in respect of any Senior Debt Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company or the Guarantor, whether before or during a winding up of the Company. Notwithstanding the foregoing, failure to make any payment in respect of a series of Senior Debt Securities shall not be a default in respect of such Senior Debt Securities if such payment is withheld or refused (i) in order to comply with any law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment, or (ii) in case of doubt as to the validity or applicability of any such law, regulation or order, in accordance with advice given as to such validity or applicability at any time before the expiry of such period of 14 days by independent legal advisers acceptable to the Trustee, provided, however, that the Trustee may by notice to the Company require the Company to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case the Company shall forthwith take and expeditiously proceed with such action and shall be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the provisions of the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of 14 days after the Trustee gives written notice to the Company informing it of such resolution. No recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security, or for any claim based thereon on the Guarantee endorsed thereon or otherwise in respect thereof or of the Guarantee and no recourse under or upon any obligation, covenant or agreement of the Company or the Guarantor in this Senior Debt Securities Indenture, or in any Senior Debt Security, in the Guarantee endorsed thereon, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder (other than the Guarantor under the terms of the Guarantees), officer or director, past, present or future, of the Company or any Guarantor of any successor corporation of either the Company, either directly or through the Company or the Guarantor or any successor corporation of either, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Senior Debt Securities Indenture and the issue of the Senior Debt Securities of a series, and the endorsement of the Guarantees thereon. Notwithstanding any contrary provisions, nothing shall impair the right of a Holder, absent the Holder’s consent, to sxx for any payments due but unpaid with respect to the Senior Debt Securities.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any installment of interest on any Security Senior 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 any Security Senior Note at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenthereof, the Company will, upon demand of the TrusteeTrustee (but no such demand shall be required in the case of an Event of Default specified in Section 4.1(5) of this Indenture), pay to it, the Trustee for the benefit of the Holders of such SecuritiesSenior Notes, the whole amount then due and payable on such Securities Senior Notes for principal and interest, and interest on any overdue principal and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal and any overdue interest installment of interest, at the rate or rates prescribed therefor in such Securitiesborne by the Senior Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities the Senior Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securitiesthe Senior Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company and each of the Guarantor covenants that if: (a) default is made in the payment of any interest on or Additional Amounts with respect to any Security when such interest becomes or Additional Amounts shall have become 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 any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenthereof, the Company and each Guarantor will, upon demand of the Trustee, pay to it, the Trustee for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal principal, interest and Additional Amounts, and interest on any overdue principal and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal installment of interest and any overdue interest Additional Amounts, at the rate or rates prescribed therefor in such 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company or any Guarantor, as the case may be, fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Company, such Guarantor or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Company, such Guarantor or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Depositor covenants that if: (a) default if Default is made in the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal Bond of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenSeries, the Company Depositor will, upon demand of the Trustee, pay to it, for the benefit of the Holders Holder of such SecuritiesBond of such Series, but only from the Trust Estate securing the Bonds of such Series, the whole amount then due and payable on such Securities Bond for principal and interest, with interest upon the overdue principal and, to the extent that payment payments of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in Bond Interest Rate for such SecuritiesBond, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company 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 institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree decree, and may enforce the same against the Company Depositor or any other obligor upon such Securities the Bonds and collect the moneys monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedlaw. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Bondholders by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. Any proceedings brought by the Trustee on behalf of the Bondholders or any Bondholder against the Depositor shall be limited to the preservation, enforcement and foreclosure of the liens, assignments, rights and security interests under the Indenture and no attachment, execution or other unit or process shall be sought, issued or levied upon any assets, properties or funds of the Depositor, other than the Trust Estate relative to the Bonds 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 Indenture, by private power of sale or otherwise, no judgment for any deficiency upon the indebtedness represented by the Bonds may be sought or obtained by the Trustee or any Bondholder against the Depositor. The Trustee shall be entitled to recover the costs and expenses expended by it pursuant to this Article V including reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. In case there shall be pending Proceedings relative to the Depositor or any other obligor upon the Bonds under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Depositor or its property or such other obligor or its property, or in case of any other comparable judicial Proceedings relative to the Depositor or other obligor upon the Bonds of any Series, or the creditors or property of the Depositor or such other (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Bonds of any Series, 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 any Proceedings relative to the Depositor or other obligor upon the Bonds of any Series, or to the creditors or property of the Depositor or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Bonds of any Series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or person performing similar functions in comparable Proceedings; and (c) to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Bondholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the 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. Amounts payable to the Trustee under this section are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds of any Series 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. In any Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Bonds, and it shall not be necessary to make any Holders of the Bonds parties to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any installment of interest or Liquidated Damages, if any, on any Security 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 any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due on) any Note at the Stated Maturity thereof or with respect to any Note required to have been purchased by the terms Company on the Change of Control Payment Date or the Net Proceeds Payment Date pursuant to a SecurityChange of Control Offer or Net Proceeds Offer, thenas applicable, the Company will, upon demand of the Trustee, pay to it, the Trustee for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on each such Securities Note for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall will be legally enforceable, interest on upon any overdue principal and any overdue interest installment of interest, at the rate or rates prescribed therefor in such Securitiesborne by the Notes, and, in addition thereto, such further amount as shall will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities the Notes and collect the moneys money adjudged or deemed decreed to be payable in the manner provided by law out of the property Property of the Company or any other obligor upon such Securitiesthe Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any interest on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on) any Note at the terms of a Security, thenMaturity thereof, the Company willshall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesNotes, the whole amount then due and payable on such Securities Notes for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest interest, at the rate or rates prescribed therefor in such Securities, Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such Securities Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property Property of the Company or any other obligor upon such SecuritiesNotes, wherever situated. If an Event of Default with respect to any Securities of any Series Notes occurs and is continuing, the TrusteeTrustee may in its discretion, subject to Article VII hereofapplicable law, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Notes under this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any interest installment of interest, or on any Security Liquidated Damages, on any Senior Note when such interest payment 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 of, or Additional Amounts, if any Security (or premium, if any), on, any Senior Note at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenthereof, the Company will, upon demand of the Trustee, promptly pay to it, the Trustee for the benefit of the Holders of such SecuritiesSenior Notes, the whole amount then due and payable on such Securities Senior Notes for principal (and premium, if any) and interest and Additional Amounts and Liquidated Damages, if any, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal installment of interest and any overdue interest Additional Amounts and Liquidated Damages, if any, at the rate or rates prescribed therefor in such Securitiesborne by the Senior Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. Any Holder may institute proceedings directly against the Company for the payment of past due principal, interest, Liquidated Damages or Additional Amounts, if any, but from the date such proceedings are instituted, the Holder of such Senior Notes, shall cease to have any rights under the trust created by these presents, whether in relation to trust moneys (including moneys recovered by the Trustee prior to the institution of such proceedings) or otherwise. The Trustee shall be entitled to assume (and it is the intention of the parties that it will assume) that no such proceedings have been instituted, unless it has express notice to the contrary. No Senior Note which has been the subject of such proceedings may be presented to the Trustee, a Paying Agent or Registrar and Co-Registrar for payment or replacement but in such circumstances the Company shall make separate arrangements for payment directly to the Holder of each such Senior Note. If any Holder, having instituted proceedings directly against the Company, subsequently disposes of the Senior Note forming the subject matter of such proceedings, the cessation of the rights under the trust created by these presents occurring upon the institution of such proceedings, shall inure in relation to the purchaser of such Senior Note. Upon notification by the Company of any such proceedings, the Trustee shall give notice to the Paying Agents and the Registrar and Co-Registrar of the serial numbers of those Senior Notes forming the subject matter of such proceedings and the Paying Agents and Registrar and Co-Registrar shall make such serial numbers available to any Holder or potential Holder upon its request. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities the Senior Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securitiesthe Senior Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Company Issuer covenants that if: if (ai) default is made in the payment of any interest on on, or principal of, the Notes, or any Security amount due from the Issuer to any Note Purchaser under the Basic Documents, when such interest the same becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenpayable, the Company Issuer will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such SecuritiesNoteholders and the Note Purchasers, as applicable, the whole amount then due and payable on such Securities the Notes for principal and interest, with interest upon the overdue principal, and, to the extent that payment at such rate of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securitiesapplicable Note Interest Rate, all other amounts due and owing by the Issuer under the Basic Documents and, in each case, in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. . (b) If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion subject to the prior written consent of the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class and shall, at the direction of the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class, proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Note Purchasers and the Noteholders by such appropriate judicial proceedings Proceedings as the Trustee Trustee, the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Indenture, any other Basic Document or in aid of the exercise of any power granted herein, or to enforce any other proper remedyremedy or legal or equitable right vested in the Trustee by this Indenture, any other Basic Document or by law. (c) [RESERVED]. (d) [RESERVED]. (e) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate or any portion thereof, proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and the whole amount then due to the Note Purchasers under the Basic Documents 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, bad faith or willful misconduct) and of the Note Purchasers and the Noteholders allowed in such proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders and the Note Purchasers in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, the Note Purchasers and of the Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee, the Note Purchasers or the Noteholders 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 the Noteholders and each Note Purchaser to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Noteholders or the Note Purchasers, 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. (f) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or any Note Purchaser any plan of reorganization, arrangement, adjustment or composition affecting any class of the Notes or the rights of any Noteholder or any Note Purchaser or to authorize the Trustee to vote in respect of the claim of any Noteholder or any Note Purchaser in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. (g) All rights of action and of asserting claims under this Indenture, any other Basic Document or under the Notes, may be enforced by the Trustee without the possession of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the benefit of the Noteholders and the Note Purchasers. (h) In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any other Basic Document), the Trustee shall be held to represent the Note Purchasers and the Noteholders, and it shall not be necessary to make the Note Purchasers or the Noteholders a party to any such proceedings. Notwithstanding the foregoing, nothing contained in this Indenture shall be deemed to prohibit a Note Purchaser or a Noteholder from representing itself in any such action or proceeding.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (ai) default is made in the payment of any installment of interest on any Security of any series when such interest becomes due and payable and such default continues for a period of 30 days,, or (bii) default is made in the payment or delivery of the principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by or Maturity Consideration on any Security of any series at the terms of a Security, thenMaturity thereof, the Company will, upon demand of the Trustee, pay or deliver to it, for the benefit of the Holders Holder of any such SecuritiesSecurity or coupon appertaining thereto, if any, the whole amount or other property then due and payable or deliverable on any such Securities Security or coupon for principal, premium, if any, Maturity Consideration and interest, with interest upon the overdue principal and interest andpremium, if any, Maturity Consideration and (to the extent that payment of such interest shall be legally enforceablelawful) upon overdue installments of interest, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in by the terms of any such Securities, Security; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counselcounsel and any other amounts due the Trustee under Section 8.07. If the Company fails to pay or deliver such amounts and/or other consideration forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums or other property so due and unpaidunpaid or not delivered, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys or other property adjudged or deemed decreed to be payable or deliverable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of a Default with respect to any series of Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants Issuers covenant that if: (a) if a default is made shall occur in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenSecured Notes, the Company Issuers will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesSecured Notes, the whole amount amount, if any, then due and payable on such Securities Secured Notes for principal and interest with interest upon the overdue principal and, to the extent that payment payments of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securitiesapplicable 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, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company 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 may, and shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Controlling Class, institute a judicial proceeding 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 Company Issuer or any other obligor upon such Securities the Secured Notes and collect the moneys amounts adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedAssets. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeTrustee may in its discretion, and shall, subject to Article VII hereofthe terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Controlling Class, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial 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 a Majority 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. In case there shall be pending Proceedings relative to either of the Issuers 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 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 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 Secured Notes, or the creditors or property of the Issuer or the Co-Issuer or such other obligor, the Trustee, regardless of whether the principal of any 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: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Secured Notes upon direction by a Majority of the Controlling Class 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 reasonable 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 Holders allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuer; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders upon the direction of a Majority of the Controlling Class, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and (c) to collect and receive any amounts or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee, and, if the Trustee shall consent to the making of payments directly to the Holders 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holders, any plan of reorganization, arrangement, adjustment or composition affecting the Secured Notes or any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. In any Proceedings brought by the Trustee on behalf of the Holders of the Secured Notes (and any such Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Secured Notes. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants Applicable Issuers covenant that if: (a) if a default is made shall occur in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of on any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenSecured Debt, the Company willApplicable Issuers shall, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesSecured Debt, the whole amount amount, if any, then due and payable on such Securities Secured Debt for principal and interest andwith interest upon the overdue principal, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securitiesapplicable Debt 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, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee agent for the Secured Parties, shall upon written direction of an express trustthe Holders of a Majority of the Controlling Class, may institute a judicial proceeding 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 Company Applicable Issuers or any other obligor upon such Securities the Secured Debt and collect the moneys Monies adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situatedAssets. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the TrusteeTrustee shall upon written direction of the Majority of the Controlling Class, subject to Article VII hereof, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial proceedings Proceedings as may be directed by the Trustee shall deem most effectual Majority 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. In case there shall be pending Proceedings relative to the Issuer or the Co-Issuer or any other obligor upon the Secured Debt under the Bankruptcy Laws 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 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 Secured Debt, or the creditors or property of the Issuer, the Co-Issuer or such other obligor, the Trustee, regardless of whether the principal of any Secured 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: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Secured Debt, as applicable, 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of gross negligence or bad faith) and of the Secured Parties allowed in any Proceedings relative to the Issuer or the Co-Issuer upon the Secured Debt or to the creditors or property of the Issuer or the Co-Issuer; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Secured Debt upon the direction of such Holders in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or person performing similar functions in comparable Proceedings; and (c) to collect and receive any Monies or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Secured Parties and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Secured Parties to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Secured Parties 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of gross negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Secured Party, any plan of reorganization, arrangement, adjustment or composition affecting the Secured Debt or any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Secured Party in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. In any Proceedings brought by the Trustee on behalf of the Holders of the Secured Debt (and any such Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Secured Debt. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any installment of interest (including any Additional Interest) on any Security of any series when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal of (and premium, if any, on) any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenthereof, the Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable, interest on (including any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities, Additional Interest); and, in addition thereto, such further amount as shall be sufficient to cover all amounts owing the costs and expenses Trustee under Section 6.7. Payment of collectionprincipal, including any sinking fund payment or analogous obligations (and premium, if any) and interest (including Additional Interest) on such Securities shall remain subordinated to the compensation, reasonable expenses, disbursements extent provided in Article XIII notwithstanding that such amount shall become immediately due and advances of the Trustee, its agents and counselpayable as herein provided. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Company Issuer covenants that if: (ai) default Default is made in the payment of any instalment of interest on any Security Note when such interest becomes due and payable and such default continues for a period of 30 days,, or (bii) default Default is made in the payment of the principal of (or premium, if any Security on) any Note at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenthree Business Days, the Company Issuer will, upon demand of the Trustee, pay to it, the Trustee for the benefit of the Holders of such SecuritiesHolders, the whole amount then due and payable on such Securities Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on upon any overdue principal and any overdue interest instalment of interest, at the rate or rates prescribed therefor in such Securitiesborne 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. . (b) If the Company Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Issuer or any other obligor (including the Guarantors, if any) upon such Securities the Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuer or any other obligor upon such Securitiesthe Notes, wherever situated. . (c) If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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. (d) If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Company Issuer covenants that if: if (ai) default is made in the payment of any interest on any Security Note when such interest the same becomes due and payable payable, and such default continues for a period of 30 five (5) days, , or (bii) default is made in the payment of the principal of or any installment of the principal of any Security at Note when the Maturity thereof same becomes due and payable, and such default continues for a period of 10 five (5) days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, then, the Company Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securitiesthe Notes, the whole amount then due and payable on such Securities Notes for principal and interest, with interest upon the overdue principal, and, to the extent that payment at such rate of such interest shall be legally enforceable, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securities, and, applicable Note Rate and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. . (b) If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Secured Parties by such appropriate judicial proceedings Proceedings as the Trustee shall deem most effectual 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. (c) In any Proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture), the Trustee shall be held to represent all the Secured Parties, and it shall not be necessary to make any such Person a party to any such proceedings. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes 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, bad faith or willful misconduct) and of the Secured Parties allowed in such proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Secured Parties in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties and of the Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Secured Parties 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 such Secured Parties to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Secured Parties, 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, bad faith or willful misconduct. (e) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Secured Party or to authorize the Trustee to vote in respect of the claim of any Secured Party 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 Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the Secured Parties.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company and any Guarantor covenants that if: (aA) a default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days,, or (bB) a default is made in the payment of the principal of any Security at the Maturity thereof Date thereof, including the payment of the Offered Price on the Offer Date, and such default continues for a period the payment of 10 days, or (c) default is made in the deposit Change of any sinking fund payment, if any, when and as due by Control Purchase Price on the terms Change of a Security, then, Control Purchase Date. the Company willand any Guarantor shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and on any overdue interest interest, at the rate or rates prescribed therefor in such 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company or any Guarantor, as the case may be, fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company Company, any Guarantor or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Company, any Guarantor or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual effective to protect and enforce any such rights, including, without limitation, seeking recourse against any Guarantor pursuant to the terms of any Guarantee, whether for the specific enforcement of any covenant or agreement in this Indenture or any Guarantees or in aid of the exercise of any power granted hereinherein or therein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer covenants that if: (a) default is made if a Default shall occur in respect of the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 daysprincipal, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, theninterest, the Company Commitment Fee or the Break Funding Cost, the Issuer, will, upon demand of the TrusteeTrustee or any affected Holder of such Security, pay to itthe Trustee, for the benefit of the Holders Holder of such SecuritiesSecurity, the whole amount amount, if any, then due and payable for the principal amount of and interest on such Securities for Security and any Additional Costs, with interest upon the overdue principal and interest and, to the extent that payment payments of such interest shall be legally enforceable, upon overdue installments of interest on any overdue principal and any overdue interest Additional Costs, at the rate or rates prescribed therefor in such Securities, 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, reasonable expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel. If the Company 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 may, and shall upon direction of a Majority of the Notes, institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree decree, and may enforce the same against the Company Issuer or any other obligor upon such the Securities and collect the moneys Monies adjudged or deemed decreed to be payable in the manner provided by law out law, subject, in each case, to the terms and conditions of the property of the Company or any other obligor upon such Securities, wherever situatedPledge Agreement. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion discretion, and shall upon written direction of a Majority of the Notes, proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series Securityholders by such appropriate judicial 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 a Majority of the Notes), 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 remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. In case there shall be pending Proceedings relative to the Issuer 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 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 Securities, or the creditors or property of the Issuer or such other obligor, the Trustee, regardless of whether the principal of any 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: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Securities 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 reasonable 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 Holders of the Securities allowed in any Proceedings relative to the Issuer or other obligor upon the Securities or to the creditors or property of the Issuer or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities, upon the direction of such Holders, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and (c) to collect and receive any Monies or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders of the Securities and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders of the Securities to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Holders of the Securities, 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 reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. All rights of action and of asserting claims under this Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the reasonable expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys and counsel, shall be for the ratable benefit of the Holders of the Securities Parties. In any Proceedings brought by the Trustee on behalf of the Holders of the Securities (including any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all such Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days,, or (b2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof and such default continues for a period of 10 daysor at any Amortization Payment Date, or (c) default is , with respect to any Security required to have been purchased pursuant to an Offer to Purchase made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, thenCompany at the Purchase Date thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal principal, including Amortization Payments, (and interest premium, if any) and interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal principal, including Amortization Payments, (and premium, if any) and on any overdue interest interest, at the rate or rates prescribed therefor in such 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, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company or any other obligor upon such the Securities and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such the Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (b) default is made in the payment of principal of any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security, then, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and 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 compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial 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 Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article ‎Article VII hereof, may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual 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.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Company Issuer and the Partnership covenants that if: (a) default is made in the payment of any interest on any Security Senior 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 any Security at the Maturity thereof and such default continues for a period of 10 days, or (c) default is made in the deposit of any sinking fund paymentor premium, if any, when and as due by on any Senior Note at the terms of a Security, thenStated Maturity thereof, the Company Issuer and the Partnership will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such SecuritiesSenior Notes, the whole amount then due and payable on such Securities Senior Notes for principal and 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, interest on any upon overdue principal and any overdue interest installments of interest, at the rate or rates prescribed therefor in such Securities, borne by the Senior Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company Issuer or the Partnership, as the case may be, fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, unpaid and may prosecute such proceeding to judgment or final decree decree, and may enforce the same against the Company Issuer, the Partnership or any other obligor upon such Securities the Senior Notes and collect the moneys adjudged or deemed decreed to be payable in the manner provided by law out of the property of the Company Issuer, the Partnership or any other obligor upon such Securitiesthe Senior Notes, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee, subject to Article VII hereof, Trustee may in its discretion (i) proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series under this Indenture, the Senior Guarantee or the Senior Note Mortgage (subject to the terms thereof) by such appropriate private or judicial proceedings as the Trustee shall deem most effectual to protect and enforce such rights, including, without limitation, any rights or powers conferred on the Trustee pursuant to the Senior Note Mortgage and seeking recourse against the Partnership pursuant to the terms of the Senior Guarantee, or (ii) to proceed to protect and enforce the rights of the Trustee and the Holders of Senior Notes under the Senior Note Mortgage by such appropriate private or judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture the Senior Note Mortgage or in aid of the exercise of any power granted hereintherein, or to enforce any other proper remedy, including, without limitation, seeking recourse against the Partnership pursuant to the terms of the Senior Guarantee, appointment of a receiver for the Collateral and foreclosure, realization and sale of the Collateral pursuant to the terms of the Senior Note Mortgage. The Trustee shall be entitled to xxx and recover judgment as aforesaid or to xxx to enforce any Lien under the Senior Note Mortgage, in either case, either before, after or during the pendency of any other proceeding for the enforcement of any Lien under the Senior Note Mortgage, and the right of the Trustee to recover such judgment shall not be affected by any sale under the Senior Note Mortgage or by the exercise of any right, power or remedy for the enforcement of the provisions of the Senior Note Mortgage, or the foreclosure or enforcement of any Lien of the Senior Note Mortgage. No recovery of any such judgment upon any property of the Issuer or the Partnership shall affect or impair the Lien on the Collateral or any rights, powers or remedies of the Trustee or the Holders.