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

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) The Company covenants that (1) in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, or (2) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have been become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, and the amount payable to the Trustee under Section 7.06. (b) If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or other obligor upon the Securities of that series, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

Collection of Indebtedness and Suits for Enforcement by. Note Trustee. --------. (a) The Company Note Issuer covenants that if (1i) in case it shall default is made in the ------------- payment of any installment of interest on any of the Securities Note of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Series when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 five days, or (2ii) in case it shall default is made in the payment of the then unpaid principal of any Note of any Series on the Final Maturity Date for such Note or (or premium, if any, oniii) any default is made in the payment of the Securities of a series when Redemption Price for any Note on the same shall have become due and payableRedemption Date therefor, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenNote Issuer will, upon demand of the Note Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities Notes of that seriessuch Series, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and principal, premium, if any) or , and interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (, and, to the extent that payment at such rate of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest interest, at the respective rate per annum expressed in borne by the Securities Notes of that series; and, such Series or the applicable Class of such Series and in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Note Trustee under Section 7.06and its agents and counsel. (b) If Subject to Section 11.18, in case the Company Note Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Note Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Note Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Note Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing with respect to any Series, the Note Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders of such Series, by such appropriate Proceedings as the Note Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Note Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Note Issuer or any other obligor upon the Notes 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 Note Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Note Issuer or other obligor upon the Securities of that series, wherever situated. (c) In case Notes of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the CompanySeries, or its to the creditors or propertyproperty of the Note Issuer or such other obligor, the Note Trustee, irrespective of whether the principal of any Notes of any Series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Note Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal, premium, if any, and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Note Trustee (including any claim for reasonable compensation to the Note Trustee and each predecessor Note Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Note Trustee and each predecessor Note Trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; and (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable to Noteholders and of the Note Trustee under Section 7.06on their behalf; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Note Trustee, and, in the event that the Note Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Note Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Note Trustee, each predecessor Note Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Note Trustee and each predecessor Note Trustee except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Note 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 Note 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities Notes of that seriesany Series, may be enforced by the Note Trustee without the possession of any of the Notes of such Securities, Series or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding instituted proceedings insti- tuted by the Note Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Note Trustee, each predecessor Note Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes of such series. Series. (g) In case any Proceedings brought by the Note Trustee (and also any Proceedings involving the interpretation of an Event any provision of Default hereunderthis Indenture to which the Note Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Note Trustee shall deem most effectual be held to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for represent all the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of Notes, and it shall not be necessary to make any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. --------. (a) The Company Issuer covenants that (1) in case it shall if default is made in the ----------------- payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Highest Priority Class Note when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 five days, or (2) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the TrusteeIndenture Trustee or, at the Company will direction of the Majority Highest Priority Class Noteholders, pay to the Indenture Trustee, for the benefit of the holders Holders of the Securities of that seriesNotes, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (interest and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trusttrust may, shall be entitled and empowered to shall, at the direction of the Majority Highest Priority Class Noteholders, institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, and shall, at the direction of the Majority Highest Priority Class Noteholders, as more particularly provided in Section 5.05, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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 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 Securities Notes, or to the creditors or property of that seriesthe Issuer or such other obligor, wherever situated. (c) In case the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, upon the direction of the Majority Highest Priority Class Noteholders, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee (except as a result of negligence or bad faith)), and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and the Indenture 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 Indenture Trustee or the Holders of Notes allowed in any judicial proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Trustee, Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (dv) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture 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. (vi) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes. (vii) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect represent all the Noteholders, and enforce it shall not be necessary to make any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) The Company covenants that (1) in case it shall default is made in the payment of any installment of interest or Additional Amounts, if any, on any Security of the Securities of a series, any series or any payment required by any sinking coupon appertaining thereto when such interest or analogous fund established with respect to that series as and when the same shall have become Additional Amount becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or or (2) in case it shall default is made in the payment of the principal of (or premium, if any, on) any Security of any series at its Maturity, then the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenCompany shall, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders Holders of the Securities of that seriessuch series and any such coupons, the whole amount that then shall have been become due and payable on all such Securities and any such coupons for principal (and premium, if any) or interestand interest and Additional Amounts, or both, as the case may beif any, with interest upon the on any overdue principal (and premium, if any) and (and, to the extent that payment of such interest is enforceable under applicable law) upon legally enforceable, on any overdue installments of interest or Additional Amounts, if any, at the rate per annum expressed or rates borne by or provided for in the Securities of that series; such Securities, and, in addition thereto, such further amount as shall be is sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Trustee under Section 7.06. (b) Trustee, its agents and counsel. If the Company shall fail fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company or any other obligor upon on the Securities of that such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon on the Securities of that such series, wherever situated. (c) In case . If an Event of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established Default with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, series occurs and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default hereunderis continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture of the Holders of Securities of such series and any coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem deems most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) The Company covenants that (1) in case it shall default is made in the payment of any installment of interest or Additional Amounts, if any, on any Security of the Securities of a series, any series or any payment required by any sinking coupon appertaining thereto when such interest or analogous fund established with respect to that series as and when the same shall have become Additional Amount becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or or (2) in case it shall default is made in the payment of the principal of (or premiumpremium or Make-Whole Amount, if any, on) any Security of any series at its Maturity, then the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenCompany shall, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders Holders of the Securities of that seriessuch series and any such coupons, the whole amount that then shall have been become due and payable on all such Securities and any such coupons for principal (and premium, if any) premium or interest, or both, as the case may be, with interest upon the overdue principal (and premiumMake-Whole Amount, if any) and interest and Additional Amounts, if any, with interest on any overdue principal (and premium or Make-Whole Amount, if any) and, to the extent that payment of such interest is enforceable under applicable law) upon legally enforceable, on any overdue installments of interest or Additional Amounts, if any, at the rate per annum expressed or rates borne by or provided for in the Securities of that series; such Securities, and, in addition thereto, such further amount as shall be is sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Trustee under Section 7.06. (b) Trustee, its agents and counsel. If the Company shall fail fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trusttrust for the benefit of the Holders of the Securities of such series and any such coupons, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company or any other obligor upon on the Securities of that such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon on the Securities of that such series, wherever situated. (c) In case . If an Event of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established Default with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, series occurs and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default hereunderis continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture of the Holders of Securities of such series and any coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem deems most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) ------- The Company covenants and each Guarantor covenant that (1) if an Event of Default specified in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same Section 5.01 shall have become due occurred and payablebe continuing, the Company and such default shall have continued for a period of 30 dayseach Guarantor will, or (2) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due jointly and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenseverally, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders Holders of the Securities of that seriessuch Notes, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and principal, premium, if any) or , and interest, or both, as the case may be, with interest upon the overdue principal (and principal, premium, if any) and (, and, to the extent that payment of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest interest, at the rate per annum expressed in then borne by the Securities of that seriesNotes; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Trustee under Section 7.06. (b) Trustee, its agents and counsel. If the Company shall 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, shall be entitled and empowered to may, but is not obligated under this paragraph to, institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaidunpaid and may, and may but is not obligated under this paragraph to, prosecute any such action or proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce any such judgment or final decree the same against the Company Company, any Guarantor or any other obligor upon the Securities of that series Notes and collect the moneys adjudged or 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 the Securities of that seriesNotes, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderoccurs and is continuing, the 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 vested in it by of the Holders under this Indenture or any Note Guarantee by such appropriate private or judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, including, without limitation, seeking recourse against any Guarantor or (ii) proceed to protect and enforce any other legal proper remedy, including, without limitation, seeking recourse against any Guarantor. No recovery of any such judgment upon any property of the Company or equitable right vested in any Guarantor shall affect or impair any rights, powers or remedies of the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingHolders.

Collection of Indebtedness and Suits for Enforcement by. Note Trustee. --------. (a) The Company Note Issuer covenants that if (1i) in case it shall default is made in the ------------ payment of any installment of interest on any of the Securities Note of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Series when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 five days, or (2ii) in case it shall default is made in the payment of the then unpaid principal of any Note of any Series on the Final Maturity Date for such Note or (or premium, if any, oniii) any default is made in the payment of the Securities of a series when Redemption Price for any Note on the same shall have become due and payableRedemption Date therefor, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenNote Issuer will, upon demand of the Note Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities Notes of that seriessuch Series, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and principal, premium, if any) or , and interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (, and, to the extent that payment at such rate of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest interest, at the respective rate per annum expressed in borne by the Securities Notes of that series; and, such Series or the applicable Class of such Series and in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Note Trustee under Section 7.06and its agents and counsel. (b) If Subject to Section 11.18, in case the Company Note Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Note Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Note Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Note Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing with respect to any Series, the Note Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders of such Series, by such appropriate Proceedings as the Note Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Note Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Note Issuer or any other obligor upon the Notes 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 Note Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Note Issuer or other obligor upon the Securities of that series, wherever situated. (c) In case Notes of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the CompanySeries, or its to the creditors or propertyproperty of the Note Issuer or such other obligor, the Note Trustee, irrespective of whether the principal of any Notes of any Series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Note Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal, premium, if any, and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Note Trustee (including any claim for reasonable compensation to the Note Trustee and each predecessor Note Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Note Trustee and each predecessor Note Trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; and (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable to Noteholders and of the Note Trustee under Section 7.06on their behalf; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Note Trustee, and, in the event that the Note Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Note Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Note Trustee, each predecessor Note Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Note Trustee and each predecessor Note Trustee except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Note 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 Note 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities Notes of that seriesany Series, may be enforced by the Note Trustee without the possession of any of the Notes of such Securities, Series or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding proceedings instituted by the Note Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disburse- ments and compensation of the Note Trustee, each predecessor Note Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes of such series. Series. (g) In case any Proceedings brought by the Note Trustee (and also any Proceedings involving the interpretation of an Event any provision of Default hereunderthis Indenture to which the Note Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Note Trustee shall deem most effectual be held to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for represent all the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of Notes, and it shall not be necessary to make any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) The Company covenants that (1) in case it shall default is made in the payment of any installment of interest or Additional Amounts, if any, on any Security of the Securities of a series, any series or any payment required by coupon appertaining thereto when any sinking such interest or analogous fund established with respect to that series as and when the same shall have become Additional Amount becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or or (2) in case it shall default is made in the payment of the principal of (or premiumpremium or Make-Whole Amount, if any, on) any Security of any series at its Maturity, then the Operating Partnership or the Company (if the Securities of a such series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenare Guaranteed Securities) shall, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders Holders of the such Securities of that seriessuch series and any such coupons, the whole amount that then shall have been become due and payable on all such Securities and any such coupons for principal (and premium, if any) premium or interest, or both, as the case may be, with interest upon the overdue principal (and premiumMake-Whole Amount, if any) and interest and Additional Amounts, if any, with interest on any overdue principal (and premium or Make-Whole Amount, if any) and, to the extent that payment of such interest is enforceable under applicable law) upon legally enforceable, on any overdue installments of interest or Additional Amounts, if any, at the rate per annum expressed or rates borne by or provided for in the Securities of that series; such Securities, and, in addition thereto, such further amount as shall be is sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Trustee under Section 7.06. (b) Trustee, its agents and counsel. If the Operating Partnership or the Company shall fail (if the Securities of such series are Guaranteed Securities) fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Operating Partnership, the Company or other obligor upon (if the Securities of that such series and collect the moneys adjudged are Guaranteed Securities) or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon on the Securities of that such series, wherever situated. (c) In case . If an Event of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established Default with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, series occurs and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default hereunderis continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture of the Holders of Securities of such series and any coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem deems most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) The Company covenants that (1) in case it shall default is made by such Issuer in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Security when the same shall have become such interest becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or or (2b) in case it shall default is made by such Issuer in the payment of the principal of (or premium, if any, on) any of Security at the Securities of a series when Maturity thereof, such Issuer or the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenGuarantor will, upon demand of the Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriessuch Securities, the whole amount that then shall have been become due and payable on all such Securities for principal (and premium, if any) or and interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (and, to the extent that payment of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest interest, at the rate per annum expressed in borne by the Securities of that seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to Trustee, its agents and counsel. If such Issuer or the Trustee under Section 7.06. (b) If the Company shall fail Guarantor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaid, unpaid and may prosecute any such action or proceeding to judgment or final decree, and may enforce the same against such Issuer or the Guarantor or any such judgment or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of such Issuer or the Company Guarantor or any other obligor upon the Securities of that seriesSecurities, wherever situated. (c) In case . If an Event of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established Default with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, series occurs and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default hereunderis continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture 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 of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of for any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. ------------------------- (a) The Company Issuer covenants that if (1i) in case it shall default is made in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Note when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 days35 days following the date on which such interest became due and payable, or (2ii) in case it shall default is made in the payment of the principal of (or premiumany Note, if anyand to the extent not previously paid, on) any of the Securities of a series when the same shall have become becomes due and payablepayable on its Series Final Maturity Date, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Indenture Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities Notes of that seriesthe affected Series, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premiumprincipal, if any) and (and, to the extent that payment at such rate of such interest is enforceable under applicable law) shall be legally enforceable, interest upon overdue installments of interest interest, at the rate per annum expressed in applicable Note Interest Rate borne by the Securities Notes of that series; andsuch Series, and in addition thereto, thereto will pay such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.05, in its discretion, ------------ proceed to protect and enforce its rights and the rights of the Noteholders of the affected Series, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes of the affected Series, 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, conservator, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator, custodian 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 Securities Notes of that seriessuch Series, wherever situated. (c) In case or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section 5.04, shall be entitled ------------ and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes of such Series and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the holders of Securities Noteholders of such series Series allowed for in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the entire amount due and payable by the Company under the Indenture at the date Holders of institution Notes of such proceedings and for Series in any additional amount that may become due and payable by the Company after election of a trustee, a standby trustee or Person performing similar functions in any such date, and Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders of such Series and of the Indenture 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 Indenture Trustee or the Holders of Notes of such Series allowed in any judicial Proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee conservator, liquidator, custodian, assignee, sequestrator or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes of such series. the affected Series as provided herein. (g) In case any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of an Event any provision of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for represent all the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect Notes of the claim of any Securityholder in affected Series, and it shall not be necessary to make any such proceedingNoteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. ------------------------- (a) The Company covenants that If (1i) in case it shall default is made in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Note when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 daysfive (5) Business Days, or (2ii) in case it shall default is made in the payment of the principal of (or premium, if any, on) any of the Securities of a series Note when the same shall have become becomes due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer shall, upon demand of the Indenture Trustee, the Company will pay to the Indenture Trustee, for the benefit of the holders Holders of the Securities of that seriesNotes, the whole amount that then shall have been become due and payable on all such Securities the Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premiumat the applicable Note Rate and, if any) and (to the extent that payment at such rate of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, applicable Note Rate and in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee under pursuant to Section 7.066.7. (b) If the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or any other obligor upon the Securities of that series Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Issuer or such other obligor upon the Securities of that seriesobligor, wherever situated, the monies adjudged or decreed to be payable. (c) In case If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and the Insurer by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce such rights, whether for the specific enforcement of any receivershipcovenant 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 Indenture Trustee by this Indenture or by law. (d) If there shall be pending, insolvencyrelative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, liquidation, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, readjustmentliquidator, arrangement, composition sequestrator or judicial proceedings affected similar official shall have been appointed for or taken possession of the CompanyIssuer or its property or such other obligor or Person, or its if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any other obligor upon the Notes, or to the creditors or propertyproperty of the Issuer or such other obligor, the Indenture 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 Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys monies or other property payable or deliverable on any such claim, claims and to distribute pay all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and of the Indenture 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 Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Trustee, Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such Securityholdersthe Noteholders, to pay to the Indenture Trustee any amount such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due it under and owing to the Indenture Trustee pursuant to Section 7.066.7. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect represent all the Noteholders, and enforce it shall not be necessary to make any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. ------------------------- (a) The Company Owner Trustee covenants that if there shall occur an Event of Default under Sections 5.1(a), (1b) in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, or (2c) in case it shall default in which has not been waived pursuant to Section 5.12, the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenOwner Trustee shall, upon demand of the Indenture Trustee, the Company will pay to the Indenture Trustee, for the benefit of the holders of Noteholders from the Securities of that seriesOwner Trust Estate in accordance with their respective outstanding principal amounts, the whole entire amount that then shall have been become due and payable on all such Securities the Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon through the date of such payment on the overdue principal (and premiumamount of each class of Notes, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities applicable to such class of that series; andNotes, and in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If the Company Owner Trustee shall fail forthwith to pay such amounts forthwith from the Owner Trust Estate upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Owner Trustee and the Owner Trust Estate or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or other obligor upon the Securities of that seriesOwner Trust Estate, wherever situated, the monies adjudged or decreed to be payable. (c) In If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by applicable law. (d) If there shall be pending, relative to the Owner Trustee or the Owner Trust Estate 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 if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Trust or the Owner Trust Estate or such other Person, or in case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition other comparable judicial Proceedings relative to the Owner Trustee or judicial proceedings affected the CompanyOwner Trust Estate, or its to the creditors or propertyproperty of the Owner Trust Estate, the Indenture 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 Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court entire amount of the unpaid principal and shall (except as may be otherwise provided by law) be entitled interest owing in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture 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 Indenture Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys monies or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and of the Indenture 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 Indenture Trustee or the Holders of Notes allowed in any judicial proceedings relative to the Owner Trustee under Section 7.06or the Owner Trust Estate, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Indenture Trustee, and, in if the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee, except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the Trustee payment of any amounts due under Section 7.06the expenses, disbursements and compensation of the Indenture Trustee, each predecessor trustee and their respective agents and attorneys, shall be first for the ratable benefit of the holders Class A Noteholders and the Class B Noteholders in the order of priority set forth in Section 8.2(c). (g) In any Proceedings brought by the Securities Indenture Trustee (and also any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect represent all the Noteholders, and enforce it shall not be necessary to make any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. --------. (a) The Company Issuer covenants that if (1i) in case it shall default is made ----------------- in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Note when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 five days, or (2ii) in case it shall default is made in the payment of the principal of (or premium, if any, on) any installment of the Securities principal of a series any Note when the same shall have become becomes due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Indenture Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of Notes (and of the Securities of that seriesCredit Enhancer), the whole amount that then shall have been become due and payable on all such Securities the Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (principal, and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered subject to the provisions of Section 11.17 hereof may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Issuer or other obligor the Notes, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to the provisions of Section 11.17 hereof may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders (and the Credit Enhancer), by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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 reorgani- zation, 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 Securities Notes, or to the creditors or property of that seriesthe Issuer or such other obligor, wherever situated. (c) In case the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and of the Indenture 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 Indenture Trustee or the Holders of Notes allowed in any judicial proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture Trustee to vote in respect of the claim of any Note- holder 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 terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for represent all the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of Notes, and it shall not be necessary to make any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. TrusteeTRUSTEE. --------------- The Company covenants that if: (a) The Company covenants that (1) in case it shall default is made in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Security when the same shall have become such interest becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or ; or (2b) in case it shall default is made in the payment of the principal of (or premiumany Security at the Maturity thereof; then, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenCompany will, upon demand of the Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriessuch Securities, the whole amount that then shall have been become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed or rates prescribed therefor in the Securities of that series; such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to Trustee, its agents and counsel and any other amounts due the Trustee under Section 7.06. (b) 7.7. If the Company shall fail fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding 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 any such judgment or final decree the same against the Company or any other obligor upon the such Securities of that series and collect the moneys adjudged or decreed deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities of that seriessuch Securities, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderwith respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture 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 of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) The Company covenants that (1if an Event of Default specified in Section ------- 501(1) in case it shall default in or 501(2) hereof occurs then the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, or (2) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenCompany shall, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders Holders of the Securities of that seriessuch series and any such coupons, the whole amount that then shall have been become due and payable on all such Securities and any such coupons for principal (and premium, if any) or interestand interest and Additional Amounts, or both, as the case may beif any, with interest upon the on any overdue principal (and premium, if any) and (and, to the extent that payment of such interest is enforceable under applicable law) upon legally enforceable, on any overdue installments of interest or Additional Amounts, if any, at the rate per annum expressed or rates borne by or provided for in the Securities of that series; such Securities, and, in addition thereto, such further amount as shall be is sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable Trustee, its agents and counsel and all other amounts due to the Trustee under pursuant to Section 7.06. (b) 606 hereof. If the Company shall fail fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company or any other obligor upon on the Securities of that such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon on the Securities of that such series, wherever situated. (c) In case . If an Event of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established Default with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, series occurs and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default hereunderis continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture of the Holders of Securities of such series and any coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem deems most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) ------- The Company covenants that if (1) in case it shall default is made in the payment of any installment of interest on any of the Securities of a series, Debt Security when such interest or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or , (2) in case it shall default is made in the payment of the principal of (or premium, if any, on) any Debt Security at the Maturity thereof, or (3) default is made in the making or satisfaction of the Securities of a series any sinking fund payment or analogous obligation when the same shall have become becomes due and payable, whether upon maturity pursuant to the terms of the Debt Securities of a series or upon redemption or upon declaration or otherwiseany series, thenthe Company will, upon demand of the Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriessuch Debt Securities, the whole amount that then shall have been become due and payable on all such Debt Securities for the principal (and premium, if any) or and interest, or bothif any, as and, to the case may beextent that payment of such interest shall be legally enforceable, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest interest, at the rate per annum expressed in the Securities of that seriesOverdue Rate; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Trustee under Section 7.06. (b) Trustee, its agents and counsel. If the Company shall fail fails to pay such amounts amount forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company or any other obligor upon the such Debt Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the such Debt Securities of that series, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderwith respect to Debt Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture of the Holders of Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. ------------------------- (a) The Company Issuer covenants that if (1i) in case it shall default is made in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Note when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 five days, or (2ii) in case it shall default is made in the payment of the principal of (or premium, if any, on) any installment of the Securities principal of a series any Note when the same shall have become becomes due and payable, whether upon maturity of then the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Indenture Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriesNotes, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon on the overdue principal (and premiumprincipal, if any) and (and, to the extent that payment at such rate of such interest is enforceable under applicable law) upon shall be legally enforceable, on overdue installments of interest at the rate per annum expressed in borne by the Securities of that series; andNotes, and in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such right, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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, or 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 Securities Notes, or to the creditors or property of that seriesthe Issuer or such other obligor, wherever situated. (c) In case the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred and all advances made by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and of the Indenture 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 Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Trustee, Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, an all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 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 Indenture 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. (f) All rights of action and asserting of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for represent all the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of Notes, and it shall not be necessary to make any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. TrusteeTRUSTEE. -------- (a) The Company covenants that (1i) in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payableDebentures, and such default shall have continued for a period of 30 days, 90 Business Days; or (2ii) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series Debentures when the same shall have become due and payable, whether upon maturity of the Securities of a series Debentures or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will shall pay to the Trustee, for the benefit of the holders of the Securities of that seriesDebentures, the whole amount that then shall have been become due and payable on all such Securities Debentures for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law; and, if the Debentures are held by the Trust or a trustee of the Trust, without duplication of any other amounts paid by the Trust or trustee in respect thereof) upon overdue installments of interest at the rate per annum expressed in the Securities of that seriesDebentures; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, and the amount payable to the Trustee under Section 7.069.7. (b) If the Company shall fail to pay such amounts set forth in section 7.2(a) forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Securities of that series Debentures and collect the moneys any money adjudged or decreed to be payable in the manner provided by law out of the property of the Company or other obligor upon the Securities of that seriesDebentures, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected affecting the Company, Company or its the creditors or propertyproperty of either, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series the Debentures allowed for the entire amount due and payable by the Company under the this Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys money or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.069.7; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series the Debentures to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such SecurityholdersDebentureholders, to pay to the Trustee any amount due it under Section 7.069.7. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesthe Debentures, may be enforced by the Trustee without the possession of any of such SecuritiesDebentures, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.069.7, be for the ratable benefit of the holders of the Securities of such seriesDebentures. In case of If an Event of Default hereunderhereunder occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall in good faith deem most effectual to protect and enforce any of such rightsrigxxx, either xxxxxr at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder Debentureholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series Debentures or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder Debentureholder in any such proceeding.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) The Company covenants that (1i) in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payableDebentures, and such default shall have continued for a period of 30 days, 90 Business Days; or (2ii) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series Debentures when the same shall have become due and payable, whether upon maturity of the Securities of a series Debentures or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will shall pay to the Trustee, for the benefit of the holders of the Securities of that seriesDebentures, the whole amount that then shall have been become due and payable on all such Securities Debentures for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law; and, if the Debentures are held by the Trust or a trustee of the Trust, without duplication of any other amounts paid by the Trust or trustee in respect thereof) upon overdue installments of interest at the rate per annum expressed in the Securities of that seriesDebentures; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, and the amount payable to the Trustee under Section 7.069.7. (b) If the Company shall fail to pay such amounts set forth in section 7.2(a) forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Securities of that series Debentures and collect the moneys any money adjudged or decreed to be payable in the manner provided by law out of the property of the Company or other obligor upon the Securities of that seriesDebentures, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected affecting the Company, Company or its the creditors or propertyproperty of either, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series the Debentures allowed for the entire amount due and payable by the Company under the this Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys money or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.069.7; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series the Debentures to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such SecurityholdersDebentureholders, to pay to the Trustee any amount due it under Section 7.069.7. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesthe Debentures, may be enforced by the Trustee without the possession of any of such SecuritiesDebentures, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.069.7, be for the ratable benefit of the holders of the Securities of such seriesDebentures. In case of If an Event of Default hereunderhereunder occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall in good faith deem most effectual to protect and enforce any of such rightsrighxx, either xxxxxx at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder Debentureholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series Debentures or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder Debentureholder in any such proceeding.

Collection of Indebtedness and Suits for Enforcement by. Trustee. --------------- The Company covenants that if: (a) The Company covenants that (1) in case it shall default is made in the payment of any installment of interest (including any Additional Interest) on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Debentures when the same shall have become such interest becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or or (2b) in case it shall default is made in the payment of the principal of (or and premium, if any, on) any of the Securities of a series when Debentures whether at the same shall have become due and payable, whether upon maturity of the Securities of a series Stated Maturity thereof or upon redemption or upon redemption, by declaration or otherwise, thenthe Company will, upon demand of the Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriesDebentures, the whole amount that then shall have been become due and payable on all such Securities the Debentures for principal (and premium, if any) or interestand interest (including any Additional Interest), or bothincluding, as to the case may beextent that payment of such interest shall be lawful, with interest upon the on any overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon on any overdue installments of interest (including any Additional Interest) at the rate per annum expressed in borne by the Securities of that series; Debentures, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, and the amount payable to all amounts owing the Trustee under Section 7.06. (b) 6.7. If the Company shall fail fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment judgement or final decree, and may enforce any such judgment or final decree the same against the Company or any other obligor upon the Securities of that series Debentures and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities of that seriesDebentures, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderoccurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture of the Holders of the Debentures by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. --------. (a) The Company Issuer covenants that if (1i) in case it shall default is made in the ----------------- payment of any installment of interest on any Series of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Notes when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 daysthree Business Days, or (2ii) in case it shall default is made in the payment of the principal of (or premium, if any, on) any installment of the Securities principal of a series any Series of Notes when the same shall have become becomes due and payable, whether upon maturity and such default continues for a period of three Business Days, the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Indenture Trustee, the Company will pay to the Trusteeit, for the benefit of the holders of the Securities of that seriesSecured Parties, the whole amount that then shall have been become due and payable on all such Securities the Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (principal, and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled with the consent of the Majority Noteholders and empowered subject to the provisions of Section 11.17 hereof may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities any Series of that series Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property Trust Fund, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to the provisions of Section 11.17 hereof may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Company Secured Parties and by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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 Fund, 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 Securities Notes, or to the creditors or property of that seriesthe Issuer or such other obligor, wherever situated. (c) In case the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of such Series of Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the holders Secured Parties allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Secured Parties and of the Indenture Trustee on their behalf; and (iv) to the Trustee under Section 7.06participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Secured Parties to make such payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersSecured Parties, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for represent all the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of Notes, and it shall not be necessary to make any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) The Company covenants that (1) in case it default shall default be made in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series when and as and when the same such interest shall have become due and payable, and such default shall have continued for a period of 30 days, or or (2) in case it default shall default be made in the payment of the principal of (or premium, if any, on) any of the Securities of a any series when the same shall have become due and payable, whether upon maturity of at the Securities of a series or upon redemption or upon declaration Stated Maturity thereof or otherwise, thenthe Company shall, upon demand of the Trustee, the Company will pay to or deposit with the Trustee, for the benefit of the holders Holders of the Securities of that such series, the whole amount that then shall have been become due and payable on such Securities, including all such Securities Coupons appertaining thereto, for principal (and premium, if any) or interestand interest (with interest to the date of such payment upon overdue principal and premium and, or bothto the extent that payment of such interest shall be enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest (or at the yield to Stated Maturity, in the case of Original Issue Discount Securities) specified in the Securities of such series to the date of such payment or deposit); and, in addition thereto, such additional amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, except those incurred as a result of any such person's negligence or bad faith. Until such demand shall be made by the Trustee, the Company may be, with interest upon pay the overdue principal of (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in on the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, and the amount payable series to the Trustee under Section 7.06. (b) Holders of such Series. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or judicial proceedings at law or in equity for the collection of the sums amounts so due and unpaid, and may prosecute any such action or proceeding proceedings to judgment or final decree, decree and may enforce any such judgment or final decree the same against the Company or any other obligor upon the Securities of that such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities of that seriessuch Securities, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderwith respect to the Securities of any series shall occur and be continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture 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 of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Trustee; Other Remedies. -------- (a) ----------------------- The Company covenants that (1) if an Event of Default in case it shall default in the payment of any installment of principal, premium or interest on any of specified in Section 5.01(a) or 5.01(b) hereof occurs and is continuing, the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, or (2) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenCompany will, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders Holders of the Securities of that seriessuch Notes, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and principal, premium, if any) or , and interest, or both, as the case may be, with interest upon the overdue principal (and principal, premium, if any) and (, and, to the extent that payment of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest interest, at the rate per annum expressed in then borne by the Securities of that seriesNotes; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Trustee under Section 7.06. (b) Trustee, its agents and counsel. If the Company shall fail fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may, but is not obligated under this paragraph to, institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaidunpaid and may, and may but is not obligated under this paragraph to, prosecute any such action or proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce any such judgment or final decree the same against the Company Company, the Guarantors or any other obligor upon the Securities of that series Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities of that seriesNotes, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderoccurs and is continuing, the 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 vested in it by of the Holders under this Indenture and the Notes by such appropriate private or judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or the Indenture Notes or in aid of the exercise of any power granted in this Indentureherein or therein, or (ii) proceed to protect and enforce any other legal proper remedy. No recovery of any such judgment upon any property of the Company shall affect or equitable right vested in impair any rights, powers or remedies of the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingHolders.

Collection of Indebtedness and Suits for Enforcement by. Note Trustee. --------. (a) The Company Note Issuer covenants that if (1i) in case it shall default is made in the ------------- payment of any installment of interest on any of the Securities Note of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Series when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 five days, or (2ii) in case it shall default is made in the payment of the then unpaid principal of any Note of any Series on the Final Maturity Date for such Note or (or premium, if any, oniii) any default is made in the payment of the Securities of a series when Optional Redemption Price or Mandatory Redemption Price, as applicable, for any Note on the same shall have become due and payableOptional Redemption Date or Mandatory Redemption Date, whether upon maturity of as applicable, therefor, the Securities of a series or upon redemption or upon declaration or otherwise, thenNote Issuer will, upon demand of the Note Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities Notes of that seriessuch Series, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and principal, premium, if any) or , and interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (, and, to the extent that payment at such rate of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest interest, at the respective rate per annum expressed in borne by the Securities Notes of that series; and, such Series or the applicable Class of such Series and in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Note Trustee under Section 7.06and its agents and counsel. (b) If Subject to Section 11.18, in case the Company Note Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Note Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Note Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Note Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing with respect to any Series, the Note Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders of such Series, by such appropriate Proceedings as the Note Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Note Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Note Issuer or any other obligor upon the Notes 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 Note Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Note Issuer or other obligor upon the Securities of that series, wherever situated. (c) In case Notes of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the CompanySeries, or its to the creditors or propertyproperty of the Note Issuer or such other obligor, the Note Trustee, irrespective of whether the principal of any Notes of any Series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Note Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal, premium, if any, and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Note Trustee (including any claim for reasonable compensation to the Note Trustee and each predecessor Note Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Note Trustee and each predecessor Note Trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; and (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable to Noteholders and of the Note Trustee under Section 7.06on their behalf; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Note Trustee, and, in the event that the Note Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Note Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Note Trustee, each predecessor Note Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Note Trustee and each predecessor Note Trustee except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Note 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 Note 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities Notes of that seriesany Series, may be enforced by the Note Trustee without the possession of any of the Notes of such Securities, Series or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding proceedings instituted by the Note Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Note Trustee, each predecessor Note Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes of such series. Series. (g) In case any Proceedings brought by the Note Trustee (and also any Proceedings involving the interpretation of an Event any provision of Default hereunderthis Indenture to which the Note Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Note Trustee shall deem most effectual be held to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for represent all the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of Notes, and it shall not be necessary to make any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) ------- The Company covenants that if: (1) in case it shall default is made in the payment of any installment of interest on any of the Securities of a series, Debt Security or any payment required by any sinking or analogous fund established with respect to that series as and any Coupons when the same shall have become such interest or payment becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or , (2) in case it shall default is made in the payment of the principal of (or premium, if any, on) any Debt Security at the Maturity thereof, or (3) default is made in the making or satisfaction of the Securities of a series any sinking fund payment or analogous obligation when the same shall have become becomes due and payable, whether upon maturity pursuant to the terms of the Debt Securities of a series or upon redemption or upon declaration or otherwiseany series, thenthe Company will, upon demand of the Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of such Debt Securities or of such Coupons, (i) the Securities of that series, the whole amount that then shall have been become due and payable on all such Debt Securities or matured Coupons for the principal (and premium, if any) or and interest, or bothif any, as (ii) to the case may beextent that payment of such interest shall be legally enforceable, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest interest, at the rate per annum expressed in the Securities of that series; andOverdue Rate, in addition thereto, and (iii) such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06. (b) 6.07. If the Company shall fail fails to pay such amounts amount forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company or any other obligor upon the such Debt Securities of that series and Coupons, and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the such Debt Securities of that series, and Coupons wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderwith respect to Debt Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture of the Holders of Debt Securities and Coupons of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. the Trustee. -------- (a) ----------- The Company covenants that if (1) in case it shall default is made in the payment of any installment of interest (including Liquidated Damages, if any) on any of the Securities of a seriesSecurity when such interest (including Liquidated Damages, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become if any) becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or or (2) in case it shall default is made in the payment of the principal of (or premium, if any, on) on any of Security at the Securities of a series when Maturity thereof, the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenCompany will, upon demand of the Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriessuch Securities, the whole amount that then shall have been become due and payable (as expressed therein or as a result of any acceleration effected pursuant to Section 4.2) on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with and interest upon the overdue principal (and premiumincluding Liquidated Damages, if any) and (and, to the extent that payment of such interest is enforceable under applicable law) upon shall be legally enforceable, interest on any overdue installments of principal and premium, if any, and on any overdue interest (including Liquidated Damages, if any), at the rate per annum expressed in borne by the Securities of that series; Securities, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Trustee under Section 7.06. (b) Trustee, its agents and counsel. If the Company shall fail fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding 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 any such judgment or final decree the same against the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or other obligor upon the Securities of that seriesCompany, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderoccurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture of the Holders of Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. ------------------------- (a) The Company Issuer covenants that if (1i) in case it shall default is made in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Note when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 daysfive (5) Business Days, or (2ii) in case it shall default is made in the payment of the principal of (or premium, if any, on) any installment of the Securities principal of a series any Note when the same shall have become becomes due and payable, whether upon maturity and such default continues for a period of two (2) Business Days, the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Indenture Trustee, the Company will pay to the Trusteeit, for the benefit of the holders of the Securities of that seriesNoteholders, the whole amount that then shall have been become due and payable on all such Securities the Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (principal, and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled with the consent of the Majority Noteholders and empowered subject to the provisions of Section 11.17 hereof may institute any action or proceedings at law or in equity a Proceeding for the collection ------------- of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property Indenture Collateral, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to the provisions of Section 11.17 hereof may, as more particularly ------------- provided in Section 5.04, in its discretion, proceed to protect and enforce its ------------ rights and the rights of the Company Noteholders and by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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 Indenture 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 Securities Notes, or to the creditors or property of that seriesthe Issuer or such other obligor, wherever situated. (c) In case the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and of the Indenture Trustee on their behalf; (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 Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and (v) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for represent all the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of Notes, and it shall not be necessary to make any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Trustee. --------------- (a) The Company Issuer covenants that (1) in case it shall default in if the payment Notes are accelerated following the occurrence of any installment an Event of interest on any of Default, the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, or (2) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriesNotes, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premiumprincipal, if any) and (and, to the extent that payment at such rate of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest interest, at the rate per annum expressed in the Securities of that series; and, applicable Interest Rate and in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and the amount payable to advances of the Trustee under Section 7.06and its agents and counsel. (b) Each Issuer Secured Party hereby irrevocably and unconditionally appoints the Controlling Party as the true and lawful attorney-in-fact of such Issuer Secured Party for so long as such Issuer Secured Party is not the Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for or on behalf of and in the name of such Issuer Secured Party under this Indenture (including specifically under Section 5.4) and under the Basic Documents which such Issuer Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party's sole discretion to effect the purposes contemplated hereunder and under the Basic Documents and, without limitation, following the occurrence of an Event of Default, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration, maintenance or disposition of the Trust Property. (c) If an Event of Default occurs and is continuing, the Company Trustee may in its discretion but with the prior written consent of the Controlling Party and shall, at the direction of the Controlling Party, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Trustee or the Controlling Party shall fail deem most effective to pay protect and enforce any such amounts forthwith rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. (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 Property, 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 demandother 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, in its own name irrespective of whether the principal of any Notes shall then be due and payable as trustee therein expressed or by declaration or otherwise and irrespective of an express trustwhether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaidempowered, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or other obligor upon the Securities of that series, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene intervention in such proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and 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 holders Noteholders allowed in such proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and proceedings; (iii) to collect and receive any moneys monies or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders, the Insurer 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 Insurer or the Holders of Notes allowed in any judicial proceedings relative to the Trustee under Section 7.06; Issuer, its creditors and its property; (v) and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Trustee any amount due it under Section 7.06such 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. (df) 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, Indenture or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding proceedings relative thereto, and any such suit action or proceeding proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes and the Insurer. (h) In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture), the Trustee may in its discretion proceed shall be held to protect and enforce represent all the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of Notes, and it shall not be necessary to make any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproceedings.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. --------. (a) The Company Issuer covenants that if (1i) in case it shall default is made in the ----------------- payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Note when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 five days, or (2ii) in case it shall default is made in the payment of the principal of (or premium, if any, on) any installment of the Securities principal of a series any Note when the same shall have become becomes due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Indenture Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities Notes and of that seriesthe Note Insurer, the whole amount that then shall have been become due and payable on all such Securities the Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (principal, and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered subject to the provisions of Section 11.17 hereof may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property Trust Estate, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to the provisions of Section 11.17 hereof may, as more particularly provided in Section 5.04, in its discretion, and shall, as directed by the Note Insurer or the Noteholders representing not less than a majority of the Company Class Principal Balance of all the Notes, proceed to protect and enforce its rights and the rights of the Noteholders and the Note Insurer, by such appropriate Proceedings as the Indenture Trustee shall deem most effective, or as so directed, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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 (if such Person is an Affiliate of the Issuer), 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 Securities Notes, or to the creditors or property of that seriesthe Issuer or such other obligor, wherever situated. (c) In case the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and of the Indenture 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 Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 Noteholder thereof or to authorize the Indenture 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Noteholders. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Securities of such series. In case of an Event of Default hereunderIndenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect represent all the Noteholders, and enforce it shall not be necessary to make any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) The Company covenants that (1) in case it shall default in the ------- payment of any installment of interest on any of the Securities of a seriesSecurity, or any payment required by any sinking or analogous fund established with respect to that series Coupon, as and when the same shall have become due and payable, and such default shall have continued for a period of 30 daysthirty days (unless a different period is provided for with respect to such Security), or (2) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity Maturity of the such Securities of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the such Securities of that seriesand Coupons, if any, the whole amount that then shall have been become due and payable on all such Securities and Coupons, if any, for principal (and premium, if any) ), or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the borne by such Securities of that series; and Coupons, if any, and, in addition thereto, such further amount as shall be sufficient to cover all sums due the reasonable costs Trustee and expenses of collection, and the amount payable to the each predecessor Trustee under Section 7.06. (b) If 7.6. In case the Company shall fail forthwith to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action 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 proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the such Securities of that series and Coupons, if any, and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or other obligor upon the such Securities of that seriesand Coupons, if any, wherever situated. (c) , the moneys adjudged or decreed to be payable. In case there shall be pending proceedings in bankruptcy or for the reorganization of the Company or any other obligor upon the Securities and Coupons, if any, of any series under Title 11 of the United States Code, as now constituted or hereafter in effect, or any other applicable bankruptcy, insolvency or other similar law relative to the Company or to such other obligor, its creditors or its property, or in case a receiver or trustee shall have been appointed for its property, or in case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or other judicial proceedings affected relative to the CompanyCompany or other obligor upon the Securities and Coupons, or if any, of such series, its creditors or its property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in irrespective of whether the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders principal of the Securities of such series. In case series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as whether the Trustee shall deem most effectual have made any demand pursuant to protect and enforce any the provisions of such rightsthis Section 6.2, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganizationentitled and empowered, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote by intervention in respect of the claim of any Securityholder in any such proceeding.such

Collection of Indebtedness and Suits for Enforcement by. Trustee. --------------- (a) The Company covenants that (1) in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days90 Business Days, or (2) in case it shall default in the payment of the principal of (of, or premium, if any, on) on any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have been become due and payable on all such Securities for principal (principal, and premium, if any) , or interest, or both, as the case may be, with interest upon the overdue principal (principal, and premium, if any) , and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, and the amount payable to the Trustee under Section 7.06. (b) If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or other obligor upon the Securities of that series, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. --------. (a) The Company Issuer covenants that if (1i) in case it shall default is made in the ----------------- payment of any installment interest (including, subject to the limitations of interest Sections 2.07(d) and 8.02(c), any Noteholders' Interest LIBOR Carryover) on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Note when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 five days, or (2ii) in case it shall default is made in the payment of the principal of (or premium, if any, on) any installment of the Securities principal of a series any Note when the same shall have become becomes due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Indenture Trustee, the Company will pay to the Trusteeit, for the benefit of the holders of the Securities of that seriesNoteholders, the whole amount that then shall have been become due and payable on all such Securities Notes for principal and interest (and premium, if any) or interest, or both, as the case may beany Noteholders' Interest LIBOR Carryover), with interest upon the overdue principal (and premiumprincipal, if any) and (and, to the extent that payment at such rate of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest (and any Noteholders' Interest LIBOR Carryover), at the rate per annum expressed specified in the Securities of that series; and, Section 2.07 and in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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 Indenture 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 Securities Notes, or to the creditors or property of that seriesthe Issuer or such other obligor, wherever situated. (c) In case the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and take prove a claim or claims for the whole amount of principal and interest (including any action therein that may be permitted by Noteholders' Interest LIBOR Carryover) owing and unpaid in respect of the court Notes and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and of the Indenture 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 Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 Noteholder thereof or to authorize the Indenture 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Noteholders. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Securities of such series. In case of an Event of Default hereunderIndenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect represent all the Noteholders, and enforce it shall not be necessary to make any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) The Company covenants that (1) in case it shall default is made in the payment of any installment of interest (including any Additional Interest) on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Security when the same shall have become such interest becomes due and payable, and such default shall have continued continues for a period of 30 days, or or (2) in case it shall default is made in the payment of the principal of (or premiumany Security at the maturity thereof, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenCompany will, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders Holders of the Securities of that seriessuch Securities, the whole amount that then shall have been become due and payable on all such Securities for principal principal, including any sinking fund payment or analogous obligations and interest (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that seriesincluding any Additional Interest); and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, and the amount payable all amounts owing to the Trustee under Section 7.06. (b) 6.07 and Section 10.06. If the Company shall fail fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company or any other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities of that seriesSecurities, wherever situated. (c) In case . If an Event of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established Default with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, series occurs and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default hereunderis continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture 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 of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) ------- The Company covenants that (1) if an Event of Default in case it shall default in the payment of any installment of principal, premium or interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, specified in clause (i) or (2ii) in case it shall default in of Section 6.1 hereof occurs and is continuing, the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenCompany shall, upon demand of the Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriessuch Securities, the whole amount that then shall have been become due and payable on all such Securities for principal (and principal, premium, if any) or , and interest, or bothand, as to the case may beextent that payment of such interest shall be legally enforceable, with interest upon the on any overdue principal (and premium, if any) ), and (to the extent that payment of such interest is enforceable under applicable law) upon on any overdue installments of interest interest, at the rate per annum expressed in borne by the Securities of that series; Securities, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including compensation to, and expenses, disbursements and advances of the amount payable to Trustee and its agents and counsel and all other amounts due the Trustee under Section 7.06. (b) 7.7. If the Company shall fail 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, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding 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 any such judgment or final decree the same against the Company or any other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities of that seriesSecurities, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderoccurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual effective to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. ------------------------- (a) The Company Issuer covenants that (1) in case it shall if default is made in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Highest Priority Class Note when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 five days, or (2) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the TrusteeIndenture Trustee or, at the Company will direction of the Majority Highest Priority Class Noteholders, pay to the Indenture Trustee, for the benefit of the holders Holders of the Securities of that seriesNotes, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (interest and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trusttrust may, shall be entitled and empowered to shall, at the direction of the Majority Highest Priority Class Noteholders, institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, and shall, at the direction of the Majority Highest Priority Class Noteholders, as more particularly provided in Section 5.05, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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 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 Securities Notes, or to the creditors or property of that seriesthe Issuer or such other obligor, wherever situated. (c) In case the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, upon the direction of the Majority Highest Priority Class Noteholders, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee (except as a result of negligence or bad faith)), and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and the Indenture 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 Indenture Trustee or the Holders of Notes allowed in any judicial proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Trustee, Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (dv) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture 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. (vi) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes. (vii) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect represent all the Noteholders, and enforce it shall not be necessary to make any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. the Trustee. ------------------- (a) The Company covenants that (1i) in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payableDebentures, and such default shall have continued for a period of 30 days, thirty (30) days (other than by reason of a valid extension of an interest payment period by the Company in accordance with the terms of this Indenture) or (2ii) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series Debentures when the same shall have become due and payable, whether upon maturity of the Securities of a series Debentures or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will shall pay to the Trustee, for the benefit of the holders of the Securities of that seriesDebentures, the whole amount that then shall have been become due and payable on all such Securities Debentures for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) principal; and (to the extent that payment of such interest is enforceable under applicable lawlaw and, if the Debentures are held by the Trust or a trustee of the Trust, without duplication of any other amounts paid by the Trust or trustee in respect thereof) upon overdue installments of interest at the rate per annum expressed in the Securities of that seriesDebentures; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, collection and the amount payable to the Trustee under Section 7.069.7. (b) If the Company shall fail to pay such amounts set forth in Section 7.2(a) forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Securities of that series Debentures and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or other obligor upon the Securities of that seriesDebentures, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected affecting the Company, the Trust, or its the creditors or propertyproperty of either, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series the Debentures allowed for the entire amount due and payable by the Company under the this Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.069.7; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series the Debentures to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such SecurityholdersDebentureholders, to pay to the Trustee any amount due it under Section 7.069.7. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesthe Debentures, may be enforced by the Trustee without the possession of any of such SecuritiesDebentures, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.069.7, be for the ratable benefit of the holders of the Securities of such seriesDebentures. In case of an Event of Default hereunderhereunder which is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder Debentureholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series Debentures or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder Debentureholder in any such proceeding.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) ------- The Company covenants that if (1) in case it shall default is made in the payment of any installment of interest on any Security of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become such interest becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or or (2) in case it shall default is made in the payment of the principal of (or premium, if any, on) any Security of any series at the Securities of a series when Maturity thereof, the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenCompany will, upon demand of the Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriessuch series and the Coupons, if any, appertaining thereto, the whole amount that then shall have been become due and payable on all such Securities and Coupons for principal (and premium, if any) or and interest, or both, as the case may beif any, with interest upon the overdue principal (and premium, if any) and (and, to the extent that payment of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest interest, at the rate per annum expressed borne by such Securities (or in the case of Securities of such series that seriesare Original Issue Discount Securities, the Yield to Maturity in respect thereof); and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Trustee under Section 7.06. (b) Trustee, its agents and counsel. If the Company shall fail fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company or any other obligor upon the such Securities of that series and Coupons and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the such Securities of that seriesand Coupons, wherever situated. (c) In case . If an Event of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established Default with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, series occurs and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default hereunderis continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture of the Holders of the Securities of such series and the Coupons, if any, appertaining thereto, by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. ------------------------- (a) The Company Issuer covenants that (1) in case it shall default in if the payment Notes are accelerated following the occurrence of any installment an Event of interest on any of Default, the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, or (2) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Indenture Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriesNotes, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon on the overdue principal (and premiumand, if any) and (to the extent that payment at such rate of such interest is enforceable under applicable law) upon shall be legally enforceable, on overdue installments of interest at the rate per annum expressed in the Securities of that series; related Interest Rate and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee under pursuant to Section 7.066.07. (b) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and the Insurer by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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, or 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 Securities Notes, or to the creditors or property of that seriesthe Issuer or such other obligor, wherever situated. (c) In case the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court entire amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys monies or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and of the Indenture 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 Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Trustee, Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes. (g) In any Proceedings brought by the Indenture Trustee (including any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for represent all the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of Notes, and it shall not be necessary to make any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. ------------------------- (a) The Company Issuer covenants that if there shall occur an Event of Default under Sections 5.1(a), (1b) in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, or (2c) in case it shall default in which has not been waived pursuant to Section 5.12, the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer shall, upon demand of the Indenture Trustee, the Company will pay to the Indenture Trustee, for the benefit of the holders of the Securities of that seriesNoteholders in accordance with their respective outstanding principal amounts, the whole entire amount that then shall have been become due and payable on all such Securities the Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon through the date of such payment on the overdue principal (and premiumamount of each class of Notes, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities applicable to such class of that series; andNotes, and in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by applicable law. (d) If 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 if 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 Securities Notes, or to the creditors or property of that seriesthe Issuer or such other obligor, wherever situated. (c) In case the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court entire amount of the unpaid principal and shall (except as may be otherwise provided by law) be entitled interest owing in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture 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 Indenture Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys monies or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and of the Indenture 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 Indenture Trustee or the Holders of Notes allowed in any judicial proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Indenture Trustee, and, in if the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee, except as a result of negligence or bad faith. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the Trustee payment of any amounts due under Section 7.06the expenses, disbursements and compensation of the Indenture Trustee, each predecessor trustee and their respective agents and attorneys, shall be first for the ratable benefit of the holders Class A Noteholders until the Class A Notes have been paid full and then for the benefit of the Securities Class B Noteholders. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect represent all the Noteholders, and enforce it shall not be necessary to make any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. -------- (a) The Company Issuer covenants that if (1i) an Event of Default ----------------- specified in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as Section 5.01(i) has occurred and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, is continuing or (2ii) an Event of Default specified in case it shall default in Section 5.01(ii) has occurred and is continuing, the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Indenture Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriesNotes, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon on the overdue principal (and premiumand, if any) and (to the extent that payment at such rate of such interest is enforceable under applicable law) upon shall be legally enforceable, on overdue installments of interest at the rate per annum expressed in borne by the Securities of that series; Notes and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (ba) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Issuer or other obligor upon the Securities of that seriessuch Notes, wherever situated, the monies adjudged or decreed to be payable. (b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion, ------------ proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture 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 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, or 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 receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition other comparable judicial Proceedings relative to the Issuer or judicial proceedings affected other obligor upon the CompanyNotes, or its to the creditors or propertyproperty of the Issuer or such other obligor, the Indenture 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 Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys monies or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders and of the Indenture 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 Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Trustee, Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (d) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture 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, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes. (f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for represent all the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of Notes, and it shall not be necessary to make any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (a) The Company covenants and each Guarantor covenant that (1if an Event of Default ------- specified in Section 5.01(a) in case it shall default in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same 5.01(b) shall have become due occurred and payablebe continuing, the Company and such default shall have continued for a period of 30 dayseach Guarantor shall, or (2) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due jointly and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenseverally, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders Holders of the Securities of that seriessuch Securities, the whole amount that then shall have been become due and payable on all such Securities for principal (and principal, premium, if any) or , and interest, or both, as the case may be, with interest upon the overdue principal (and principal, premium, if any) and (, and, to the extent that payment of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest interest, at the rate per annum expressed in then borne by the Securities of that seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Trustee under Section 7.06. (b) Trustee, its agents and counsel. If the Company shall 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, shall be entitled and empowered to may, but is not obligated under this paragraph to, institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaidunpaid and may, and may but is not obligated under this paragraph to, prosecute any such action or proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce any such judgment or final decree the same against the Company Company, any Guarantor or any other obligor upon the Securities of that series and collect the moneys adjudged or 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 the Securities of that seriesSecurities, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderoccurs and is continuing, the 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 vested in it by of the Holders 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 of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, including, without limitation, seeking recourse against any Guarantor or (ii) proceed to protect and enforce any other legal proper remedy, including, without limitation, seeking recourse against any Guarantor. No recovery of any such judgment upon any property of the Company or equitable right vested in any Guarantor shall affect or impair any rights, powers or remedies of the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingHolders.

Collection of Indebtedness and Suits for Enforcement by. Trustee; Authority of Trustee. ------------------------------------- (a) The Company Issuer covenants that (1) in case it shall default in if any Notes are accelerated following the payment occurrence of any installment an Event of interest on any of Default, the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, or (2) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities of that seriessuch Notes, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premiumprincipal, if any) and (and, to the extent that payment at such rate of such interest is enforceable under applicable law) shall be legally enforceable, upon overdue installments of interest interest, at the rate per annum expressed in the Securities of that series; and, applicable Interest Rate and in addition thereto, thereto such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and the amount payable to advances of the Trustee under Section 7.06and its agents and counsel. (b) If the Company shall fail to pay such amounts forthwith upon such demandan Event of Default occurs and is continuing, the TrusteeTrustee may, in its own name discretion, proceed to protect and as trustee of an express trust, shall be entitled enforce its rights and empowered to institute any action or proceedings at law or in equity for the collection rights of the sums so due Noteholders, by such appropriate Proceedings as the Trustee shall deem most effective to protect and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment rights, whether for the specific enforcement of any covenant or final decree against agreement in this Indenture or in aid of the Company exercise of any power granted herein, or to enforce any other obligor upon the Securities of that series and collect the moneys adjudged proper remedy or decreed to be payable legal or equitable right vested in the manner provided Trustee by law out of the property of the Company this Indenture or other obligor upon the Securities of that series, wherever situatedby 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 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 receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition other comparable judicial Proceedings relative to the Issuer or judicial proceedings affected other obligor upon the CompanyNotes, or its to the creditors or propertyproperty 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 power made any demand pursuant to intervene the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal, interest and shall (except as may be otherwise provided by law) be entitled premium, if any, owing and unpaid in respect of the Notes and to file such proofs of claim and other papers and 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 holders Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of Securities the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable 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 allowed in any judicial proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee liquidator, custodian or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Trustee any amount due it under Section 7.06such 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, Indenture or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes. (f) In any Proceedings brought by the Trustee (including any Proceedings involving the interpretation of such series. In case any provision of an Event of Default hereunderthis Indenture), the Trustee may in its discretion proceed shall be held to protect and enforce represent all the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of Notes, and it shall not be necessary to make any power granted in this Indenture, or Noteholder a party to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingProceedings.

Collection of Indebtedness and Suits for Enforcement by. Trustee. -------- (ai) The Company covenants that (1) in case it shall default is made in the payment of any installment of interest on any Security of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become such interest becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or ; or (2ii) in case it shall default is made in the payment of the principal of (or premium, if any, on) on any Security of any series at the Securities of a series when Maturity thereof; the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenCompany will, upon demand of the Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holder of the Securities of that seriesany such Security or coupon appertaining thereto, if any, the whole amount that then shall have been become due and payable on all any such Securities Security or coupon for principal (and principal, premium, if any) or , and interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) , and (to the extent that payment of such interest is enforceable under applicable lawshall be lawful) upon overdue installments of interest interest, at the rate per annum expressed in or rates prescribed therefor by the Securities terms of that seriesany such 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, expenses, disbursements and advances of the amount payable to Trustee, its agents and counsel and any other amounts due the Trustee under Section 7.06. (b) 8.07. If the Company shall fail fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company or any other obligor upon the such Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities of that seriessuch Securities, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderwith respect to any series of Securities occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture 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 of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.

Collection of Indebtedness and Suits for Enforcement by. Indenture Trustee. ------------------------- (a) The Company Issuer covenants that if (1i) in case it shall default is made in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Note when the same shall have become becomes due and payable, and such default shall have continued continues for a period of 30 daysthirty-five (35) days following the date on which such interest became due and payable, or (2ii) in case it shall default is made in the payment of the principal of (or premiumany Note, if anyand to the extent not previously paid, on) any of the Securities of a series when the same shall have become becomes due and payablepayable on the Series Termination Date, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenIssuer will, upon demand of the Indenture Trustee, the Company will pay to the Trusteeit, for the benefit of the holders Holders of the Securities Notes of that seriesthe affected Series, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premiumprincipal, if any) and (and, to the extent that payment at such rate of such interest is enforceable under applicable law) shall be legally enforceable, interest upon overdue installments of interest at the rate per annum expressed interest, as specified in the Securities of that series; andrelated Indenture Supplement, and in addition thereto, thereto will pay such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Indenture Trustee under Section 7.06and its agents and counsel. (b) If In case the Company Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a Proceeding for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding Proceeding to judgment or final decree, and may enforce any such judgment or final decree the same against the Company Issuer or other obligor upon the Securities of that series such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.5, in its discretion, proceed to ----------- protect and enforce its rights and the rights of the Noteholders of the affected Series, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes of the affected Series, 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 now or hereafter in effect, or in case a receiver, conservator, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator, custodian or other 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 Securities Notes of that seriessuch Series, wherever situated. (c) In case or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition Notes shall then be due and payable as therein expressed or judicial proceedings affected by declaration or otherwise and irrespective of whether the Company, or its creditors or property, the Indenture Trustee shall have power made any demand pursuant to intervene the provisions of this Section 5.4, shall be entitled and empowered, by intervention ----------- in such proceedings Proceedings or otherwise: (i) to file and take any action therein that may be permitted by prove a claim or claims for the court whole amount of principal and shall (except as may be otherwise provided by law) be entitled interest owing and unpaid in respect of the Notes of such Series and to file such proofs of claim and other papers and or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or willful misconduct) and of the holders of Securities Noteholders of such series Series allowed for in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the entire amount due and payable by the Company under the Indenture at the date Holders of institution Notes of such proceedings and for Series in any additional amount that may become due and payable by the Company after election of a trustee, a standby trustee or Person performing similar functions in any such date, and Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claim, claims and to distribute all amounts received with respect to the same after the deduction claims of the amount payable Noteholders of such Series and of the Indenture 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 Indenture Trustee or the Holders of Notes of such Series allowed in any judicial Proceedings relative to the Trustee under Section 7.06Issuer, its creditors and its property; and any trustee, receiver, assignee conservator, liquidator, custodian, assignee, sequestrator or trustee other similar official in bankruptcy or reorganization any such Proceeding is hereby authorized by each of the holders of Securities of such series Noteholders to make such payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to such SecurityholdersNoteholders, to pay to the Indenture Trustee any amount due it under Section 7.06such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or willful misconduct. (de) Nothing herein contained shall be deemed to authorize the Indenture 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 Indenture 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that seriesNotes, may be enforced by the Indenture Trustee without the possession of any of such Securities, the Notes or the production thereof at in any trial or other proceeding Proceedings relative thereto, and any such suit action or proceeding Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shalljudgment, after provision for payment subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee of any amounts due under Section 7.06and their respective agents and attorneys, shall be for the ratable benefit of the holders Holders of the Securities Notes of such series. the affected Series as provided herein. (g) In case any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of an Event any provision of Default hereunderthis Indenture to which the Indenture Trustee shall be a party), the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual be held to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for represent all the specific enforcement of any covenant or agreement contained in the Indenture or in aid Holders of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect Notes of the claim of any Securityholder in affected Series, and it shall not be necessary to make any such proceedingNoteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by. Trustee. --------The Company covenants that if ------- (a) The Company covenants that (1) in case it shall default is made in the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and Note when the same shall have become such interest becomes due and payable, payable and such default shall have continued continues for a period of 30 days, or or (2b) in case it shall default is made in the payment of the principal of (or premium, if any, on) any of Note at the Securities of a series when due date thereof, the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise, thenCompany shall, upon demand of the Trustee, the Company will pay to the Trustee, Trustee for the benefit of the holders Holders of the Securities of that seriessuch Notes, the whole amount that then shall have been become due and payable on all such Securities Notes for principal (and premium, if any) or and interest, or both, as the case may be, with and interest upon the on any overdue principal (and premium, if any) and (and, to the extent that payment of such interest is enforceable under applicable law) shall be legally enforceable, upon any overdue installments installment of interest interest, at the rate per annum expressed in borne by the Securities of that series; Notes, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the amount payable to the Trustee under Section 7.06. (b) Trustee, its agents and counsel. If the Company shall fail fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to may institute any action or proceedings at law or in equity a judicial proceeding 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 any such judgment or final decree the same against the Company or any other obligor upon the Securities of that series Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities of that seriesNotes, wherever situated. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of If an Event of Default hereunderoccurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights vested in it by this Indenture of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingproper remedy.