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

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor covenants that if: (i) default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable, or (ii) default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such series, the whole amount then due and payable on all Notes of such series for principal (and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) If the Obligor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor or any other obligor upon such Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor or any other obligor upon such Notes, wherever situated. (3) If an Event of Default occurs and is continuing with respect to any series of Notes, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1a) The Obligor Company covenants that if: (i) if default is made in the payment of any installment of principal and/or interest on any the Note of any series when such principal and/or interest becomes due and payable, or (ii) default is made whether at a time specified in the payment Note, at maturity of (the Note or premium, if any, on) the principal of in connection with any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notesredemption or otherwise, the Obligor Company will, upon demand of the TrusteeLender, pay to it, for the benefit of the Holders of the Notes of such series, it the whole amount then due and payable on all Notes of such series the Note for principal (and premiuminterest and, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the , interest on any overdue principal (and premiumand-on any overdue interest, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; Note Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the TrusteeLender, its agents and counsel and all other amounts due counsel, it being understood that as to the Trustee under Section 5.07. (2) Lenders, any payments will be applied on a pro rata basis among the Lenders based on each Lender's respective Note amount. If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and Lender may prosecute such a proceeding to judgment or final decree, decree and may enforce the same against the Obligor Company or any other obligor upon such Notes on the Note and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or of any other obligor upon such Noteson the Note, wherever situated, it being understood that any monies collected shall be applied on a pro rata basis among the Lenders based on each Lender's respective Note. In addition, Lender may give notice to customers of the Company that all payments under contracts listed on Schedule 401 shall, until further notice, be paid directly to Lender, and the Company consents to each such notice. (3b) If an Event of Default occurs and is continuing with respect to any series of Notesthe Note occurs, the Trustee Lender may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee it shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor covenants that if: (i) default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable, ; or (ii) default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, ; and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such series, the whole amount then due and payable on all Notes of such series for principal (and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) If the Obligor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor or any other obligor upon such Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor or any other obligor upon such Notes, wherever situated. (3) If an Event of Default occurs and is continuing with respect to any series of Notes, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor Company covenants that if: (i) default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable, ; or (ii) default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, ; and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such series, the whole amount then due and payable on all Notes of such series for principal (and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor Company or any other obligor upon such Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notes, wherever situated. (3) If an Event of Default occurs and is continuing with respect to any series of Notes, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor covenants that if: (i) default is made in the payment of any installment of interest (including Additional Interest, if any) on any Note of any series when such interest becomes due and payable, or (ii) default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor will, upon demand of the Trustee, pay to it, for the benefit of the Holders Holder of the Notes of any such seriesNote, the whole amount then due and payable on all Notes of any such series Note for principal (and premium, if any) and interest, together interest with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor borne by the Notes of such seriesNotes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) If the Obligor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor or any other obligor upon such the Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor or any other obligor upon such Notes, wherever situated. (3) If an Event of Default with respect to the Notes occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor Trust covenants that if: (ia) default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payablepayable (after the expiration of any applicable cure period), or (iib) default is made in the payment of (the principal or premium, if any, on) the principal of any Note of any series at the Maturity thereofwhen such principal or premium, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01if any, then, with respect to such series of Notesbecomes due and payable, the Obligor will, Trust will upon demand of the TrusteeIndenture Trustee (which the Indenture Trustee may make, but is not required to make) pay to itthe Indenture Trustee, for the benefit of all the Holders of the Notes of such seriesNotes, the whole amount then due and payable on all the Notes of such series for principal (and premiumtogether, if any) and interestas applicable, together with interest upon the overdue principal and any premium and (to the extent that payment of such interest shall be legally enforceableis enforceable under applicable law) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor borne by the Notes of or, if the Notes are non-interest bearing, the rate for such series; interest set forth in the Notes or the Indenture, if applicable) and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) counsel. If the Obligor Trust fails to pay such amounts it is required to pay the Indenture Trustee pursuant to the preceding paragraph, then forthwith upon such demand, the demand of the Indenture Trustee, in its own name and as trustee of an express trust, the Indenture Trustee may (but is not required to) institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor Trust or any other obligor upon such any of the Notes and collect the money monies adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Trust or any other obligor upon such the Notes, including the Collateral, wherever situated. (3) . If an Event of Default with respect to the Notes occurs and is continuing with respect to any series of Notescontinuing, the Indenture Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Indenture Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this the Indenture or in aid of the exercise of any power granted hereinin the Indenture, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) by Trustee. ---------- The Obligor Company covenants that if: (i1) default is made in the payment of any installment of interest (including any Additional Interest) on any Note of any series Security when such interest becomes due and payablepayable and such default continues for a period of 30 days, or (ii2) default is made in the payment of the principal of (or and premium, if any, on) the principal of any Note of any series Security at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of the Notes of such seriesSecurities, the whole amount then due and payable on all Notes of such series Securities for principal principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such seriesincluding any Additional Interest); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due owing the Trustee under Section 5.07. (2) 6.7. If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor Company or any other obligor upon such Notes the Securities and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notesthe Securities, wherever situated. (3) . If an Event of Default with respect to Securities of any series occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) by Trustee. ---------- The Obligor Company covenants that if: if an Event of Default in payment of principal, premium or interest specified in clause (i) default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable, or or (ii) default of Section 6.1 hereof occurs and is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notescontinuing, the Obligor willCompany shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such seriesSecurities, the whole amount then due and payable on all Notes of such series Securities for principal principal, premium (if any), and interest (and premiumLiquidated Damages, if any) and interest), together with interest (and, to the extent that payment of such interest shall be legally enforceable) upon the , interest on any overdue principal (and premium, if any) ), and upon on any overdue installments of interest (and Liquidated Damages, if any), at the rate of interest prescribed therefor borne by the Notes of such series; Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensationcompensation to, and expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) 7.7. If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trusttrust in favor of the Holders, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor Company or any other obligor upon such Notes the Securities and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notesthe Securities, wherever situated. (3) . If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor Company covenants that if: (ia) default is made in the payment of the principal (other than any installment payment) of any Note of any series when such principal becomes due and payable (after the expiration of any applicable grace period), or (b) default is made in the payment of any interest, premium, if applicable, installment of interest payments, if applicable, or any other amounts on any Note of any series when such interest becomes due and payableinterest, or (ii) default is made in the payment of (or premium, if anyapplicable, on) installment payments, if applicable, or other amounts become due and payable (after the principal expiration of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of applicable grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notesperiod), the Obligor Company will, upon demand of the TrusteeIndenture Trustee (which the Indenture Trustee may make, but is not required to make), pay to itthe Indenture Trustee, for the benefit of all the Holders of the Notes of such seriesNotes, the whole amount then due and payable on all such Notes of such series for principal (and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) counsel. If the Obligor Company fails to pay such amounts it is required to pay the Indenture Trustee pursuant to the preceding paragraph, then forthwith upon such demand, the demand of the Indenture Trustee, in its own name and as trustee of an express trust, the Indenture Trustee may (but is not required to) institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor Company or any other obligor upon any of such Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notes, wherever situated. (3) . If an Event of Default with respect to a particular series of Notes occurs and is continuing with respect to any series of Notescontinuing, the Indenture Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Indenture Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. by the ----------------------------------------------------------- Trustee. ------- (1a) The Obligor Company covenants that if: (i) in case it shall default is made in the payment of any installment of interest on any Note of the Debentures, and such default shall have continued for a period of 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 (ii) in case it shall default in the payment of the principal of any series of the Debentures when such interest becomes the same shall have become due and payable, or (ii) default is made in whether upon maturity of the payment of (Debentures or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01upon redemption or upon declaration or otherwise, then, with respect to such series of Notes, the Obligor will, upon demand of the Trustee, the Company shall pay to itthe Trustee, for the benefit of the Holders holders of the Notes of such seriesDebentures, the whole amount that then shall have been become due and payable on all Notes of such series Debentures for principal (and premium, if any) and or interest, together or both, as the case may be, with interest upon the overdue principal; and (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premiumis enforceable under applicable law and, if anythe 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) and upon overdue installments of interest at the rate of interest prescribed therefor by per annum expressed in the Notes of such seriesDebentures; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due amount payable to the Trustee under Section 5.079.7. (2b) If the Obligor fails 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, may shall be entitled and empowered to institute a judicial proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Obligor Company or any other obligor upon such Notes the Debentures and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notesthe Debentures, wherever situated. (3c) If In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, the Trust, or the creditors or property 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 the Debentures allowed for the entire amount due and payable by the Company under 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 9.7; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of 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 Debentureholders, to pay to the Trustee any amount due it under Section 9.7. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to the Debentures, may be enforced by the Trustee without the possession of any of such Debentures, 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 9.7, be for the ratable benefit of the holders of the Debentures. In case of an Event of Default occurs and hereunder which is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes 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 this Indenture or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedylegal 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 Debentureholder any plan of reorganization, arrangement, adjustment or composition affecting the Debentures or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Debentureholder in any such proceeding.

Collection of Indebtedness and Suits for Enforcement. by Trustee. (a) The Company covenants that (1) The Obligor covenants that if: (i) in case it shall default is made in the ---------- payment of any installment of interest on any Note 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 such interest becomes the same shall have become due and payable, or and such default shall have continued for a period of 90 Business Days, or (ii2) in case it shall default is made in the payment of the principal of (or premium, if any, on) any of the principal Securities of any Note a series when the same shall have become due and payable, whether upon maturity of any the Securities of such series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01or upon redemption or upon declaration or otherwise, then, with respect to such series of Notes, the Obligor will, upon demand of the Trustee, the Company shall pay to itthe Trustee, for the benefit of the Holders holders of the Notes Securities of such that series, the whole amount that then shall have been become due and payable on all Notes of such series Securities for principal (and premium, if any) and or interest, together or both, as the case may be, with interest (to the extent that payment of such interest shall be legally enforceable) 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 interest prescribed therefor by the Notes of such that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due amount payable to the Trustee under Section 5.077.06. (2b) If the Obligor fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may shall be entitled and 24 empowered to institute a judicial proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Obligor Company or any other obligor upon such Notes the Securities of that series and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notesthe Securities of that series, wherever situated. (3c) If 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 occurs and is continuing with respect to any series of Noteshereunder, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes 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 this the Indenture or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedylegal 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. -------------------- (1a) The Obligor Issuer covenants that if: (i) default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable, or (ii) default is made in the payment of (or premiumthat, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided Notes are accelerated in relation to such default pursuant to accordance with Section 4.01, then, with respect to such series of Notes5.02, the Obligor willIssuer, upon demand of the Indenture Trustee, to the extent there are funds available in the Trust Accounts, will pay to itthe Indenture Trustee, for the benefit of the Holders of the Notes of such seriesNotes, the whole amount then due and payable on all such Notes of such series for principal and interest (and premiumincluding, if any) and interestwithout limitation, together the amounts due on account of the Notes being accelerated), with interest (upon the overdue principal and, to the extent that payment at such rate of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest interest, at the rate of interest prescribed therefor by the Notes of such series; and, applicable Note Rate and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Trustee, Indenture Trustee and its agents and counsel and all other amounts due the Trustee under Section 5.07counsel. (2b) If the Obligor fails to pay such amounts forthwith upon such demandan Event of Default shall have occurred and be continuing, the TrusteeIndenture Trustee may, and shall (i) if no Insurer Default shall have occurred and be continuing, at the direction of the Insurer, or (ii) if an Insurer Default shall have occurred and be continuing, at the direction of the Holders of Notes representing at least 66 2/3% of the Outstanding Principal Amount of the Notes, as more particularly provided in its own name and as trustee of an express trustSection 5.04, may institute a judicial proceeding Proceeding for the collection of the sums amounts so due and unpaid, and may shall prosecute such proceeding Proceeding to judgment or final decree, and may and, at the direction of the Controlling Party, shall enforce the same against the Obligor Issuer or any other obligor upon such Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or the property of the Obligor Issuer or any other obligor upon such Notes, wherever situated, the moneys adjudged or decreed payable. At any time when (i) the Insurer is the Controlling Party or (ii)(A) the Insurer is the Holder of the Notes pursuant to Section 2.07 or 4.04 hereof or Section 4.06 of the Sale and Servicing Agreement and (B) all amounts due to all other Holders of the Notes pursuant to the Notes and this Indenture have been paid in full, the Insurer may, in its own name, institute any Proceeding or take any other action permitted under this section to collect amounts due hereunder from the Issuer or any other obligor on the Notes. (3c) If In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an Event ownership interest in the Collateral, Proceedings under Title 11 of Default occurs and is continuing with respect 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 any series of the Issuer or other obligor upon the Notes, or to the creditors or property 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 made any demand pursuant to the provisions of this Section 5.03, shall be entitled and empowered (but only at the written direction of the Insurer so long as it is the Controlling Party), by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in its discretion proceed order to protect have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and enforce its rights each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred by the rights Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such series Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the 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 by such appropriate allowed in any judicial proceedings as relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall deem most effectual consent to protect the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and enforce their respective agents, attorneys and counsel, and all other expenses and liabilities incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith on the part of the Indenture Trustee. (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 rightsproceeding except, whether as aforesaid, to vote for the specific enforcement 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 Notes, may be enforced by the Indenture Trustee without the possession of any covenant or agreement in this Indenture or in aid of the exercise Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes and the Insurer. (f) In any Proceedings brought by the Indenture Trustee (including any Proceedings involving the interpretation of any power granted hereinprovision of this Indenture), or the Indenture Trustee shall be held to enforce represent all the Noteholders, and it shall not be necessary to make any other proper remedyNoteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement. by Trustee. ---------- (1a) The Obligor Issuer covenants that if: if (i) default is made in the payment of any installment of interest on any Note of any series when such interest the same becomes due and payable, or and such default continues for a period of two Business Days, or (ii) default is made in the payment of (the principal of or premium, if any, on) any installment of the principal of any Note of any series at when the Maturity thereofsame becomes due and payable, and (iii) any and such default continues for any a period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notestwo Business Days, the Obligor Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such seriesNotes, the whole amount then due and payable on all such Notes of such series for principal (and premium, if any) and interest, together with interest (upon the overdue principal, and, to the extent that payment at such rate of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest interest, at the rate of interest prescribed therefor by the Notes of such series; and, applicable Interest Rate and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, Trustee and its agents and counsel and all other amounts due the Trustee under Section 5.07counsel. (2b) If Each Issuer Secured Party hereby irrevocably and unconditionally appoints the Obligor fails 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 pay 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 amounts forthwith upon Issuer Secured Party such demandacts, things and deeds for or on behalf of and in the Trusteename 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 its own name such Controlling Party's sole discretion to effect the purposes contemplated hereunder and as trustee under the Basic Documents and, without limitation, following the occurrence of an express trustEvent of Default, may institute a judicial proceeding for exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the collection administration, maintenance or disposition of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor or any other obligor upon such Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor or any other obligor upon such Notes, wherever situatedTrust Property. (3c) If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the 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 Holders of such series of Notes Noteholders by such appropriate judicial proceedings Proceedings as the Trustee or the Controlling Party shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedyremedy or legal or equitable right vested in the Trustee by this Indenture or by law. (d) [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 other obligor or Person, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the 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 Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. (f) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. (g) All rights of action and of asserting claims under this Indenture or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes and the Insurer. (h) In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture), the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor ---------------------------------------------------- Company covenants that if: (ia) default is made in the payment of any installment of interest on any Note of any series this Security when such interest becomes due and payablepayable and such default continues for a period of 30 days, or (iib) default is made in the payment of the principal of (or premium, if any, on) this Security at its Maturity, then the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor willCompany shall, upon demand of the TrusteeHolder, pay to it, for the benefit of the Holders of the Notes of such series, Holder the whole amount then due and payable on all Notes of such series Security for principal (and premium, if any) and interest, together with interest upon any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable) , upon the overdue principal (and premium, if any) and upon any overdue installments of interest interest, at the rate of interest prescribed therefor or rates borne by the Notes of or provided for in such series; Security, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the TrusteeHolder, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) counsel. If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, Holder may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor Company or any other obligor upon such Notes Security and collect the money monies adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other such obligor upon such NotesSecurity, wherever situated. (3) . If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Trustee Holder may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee Holder shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Security or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. by Indenture Trustee. -------------------- (1a) The Obligor Issuer covenants that if: if (i) default is made in the payment of any installment of interest on any Note of any series when such interest the same becomes due and payable, or and such default continues for a period of five days, or (ii) default is made in the payment of (the principal of or premium, if any, on) any installment of the principal of any Note of any series at when the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notessame becomes due and payable, the Obligor will, Issuer will upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes of such seriesNotes, the whole amount then due and payable on all such Notes of such series for principal (and premium, if any) and interest, together with interest (on the overdue principal, and, to the extent that payment at such rate of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon on overdue installments of interest interest, at the rate of interest prescribed therefor borne by the Notes of such series; and, and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, Indenture Trustee and its agents and counsel and all other amounts due the Trustee under Section 5.07counsel. (2b) If In case the Obligor fails 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, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree, and may enforce the same against the Obligor Issuer or any other obligor upon such Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Issuer or any other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (3c) If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Indenture Trustee may may, as more particularly provided in Section 5.04, in its discretion discretion, proceed to protect and enforce its rights and the rights of the Holders of such series of Notes Noteholders, by such appropriate judicial proceedings Proceedings as the Indenture Trustee shall deem most effectual effective to protect and enforce any such rightsright, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedyremedy or legal or equitable right vested in the 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 Notes, or to the creditors or property 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 made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the 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 Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the 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 Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee, such 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. (e) 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 of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (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 Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor covenants that if: (i) default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable, or (ii) default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor will, upon demand of the Trustee, pay to it, for the benefit of the Holders Holder of the Notes of any such seriesNote, the whole amount then due and payable on all Notes of any such series Note for principal (and premium, if any) and interest, together interest with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor borne by the Notes of such seriesNotes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) If the Obligor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor or any other obligor upon such the Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor or any other obligor upon such Notes, wherever situated. (3) If an Event of Default with respect to the Notes occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor covenants that if: (i) default is made in the payment of any installment of interest (including Additional Interest, if any) on any Note of any series when such interest becomes due and payable, or (ii) default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor will, upon demand of the Trustee, pay to it, for the benefit of the Holders Holder of the Notes of any such seriesNote, the whole amount then due and payable on all Notes of any such series Note for principal (and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor borne by the Notes of such seriesNotes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) If the Obligor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor or any other obligor upon such the Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor or any other obligor upon such Notes, wherever situated. (3) If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) by Trustee. ---------- The Obligor Company covenants that if: (i1) default is made in the payment of any installment of interest on any Note of any series Debt Security when such interest or payment becomes due and payable, orpayable and such default continues for a period of 30 days, (ii2) default is made in the payment of principal of (or premium, if any, on) the principal of any Note of any series Debt Security at the Maturity thereof, andor (iii3) default is made in the making or satisfaction of any such default continues for any period of grace provided in relation to such default sinking fund payment or analogous obligation when the same becomes due pursuant to Section 4.01, then, with respect to such series the terms of Notesthe Debt Securities of any series, the Obligor Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such seriesDebt Securities, the whole amount then due and payable on all Notes of such series Debt Securities for the principal (and premium, if any) and interest, together with interest (if any, and, to the extent that payment of such interest shall be legally enforceable) , interest upon the overdue principal (and premium, if any) and upon overdue installments of interest interest, at the rate of interest prescribed therefor by the Notes of such seriesOverdue Rate; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) counsel. If the Obligor Company fails to pay such amounts amount forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor Company or any other obligor upon such Notes Debt Securities and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notes, Debt Securities wherever situated. (3) . If an Event of Default with respect to Debt Securities of any series occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Debt Securities of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. by Indenture Trustee. -------------------- (1a) The Obligor Issuer covenants that if: if there shall occur an Event of Default under Sections 5.1(a), (ib) default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable, or or (iic) default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default that has not been --------------- --- --- waived pursuant to Section 4.015.12, then, with respect to such series of Notes, then the Obligor willIssuer shall, upon ------------ demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the ratable benefit of the Holders parties to receive such amounts pursuant to the terms of the Notes of such seriesthis Indenture, the whole entire amount then due and payable on all the Notes of such series for principal (and premiuminterest, including any Carryover Amounts and Carryover Shortfalls, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premiumfor each Series of Notes, if any) and upon overdue installments of interest at the rate of interest prescribed therefor borne by the such Notes of such series; and, and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including any fees and Variable Funding Increased Cost Amounts, the reasonable compensation, expenses, disbursements and advances of the Trustee, Indenture Trustee and its agents and counsel counsel, with all such amounts applied as described in clause SECOND of Section 5.4(b). -------------- (b) The Indenture Trustee, following the occurrence of an Event of Default, shall have full right, power and authority to take, or defer from taking, any and all other amounts due acts with respect to the Trustee under Section 5.07administration, maintenance or disposition of the collateral, including the exercise of any remedies specified in Sections 5.3 ------------ and 5. (2c) If the Obligor fails 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, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree, and may enforce the same against the Obligor Issuer or any other obligor upon such Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Issuer or any other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. (3d) If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Indenture Trustee may may, as more particularly provided in Section 5.4, in ----------- its discretion discretion, proceed to protect and enforce its rights and the rights of the Holders of such series of Notes Noteholders, by such appropriate judicial proceedings Proceedings as the Indenture Trustee shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedyremedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by applicable law. (e) 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 any Insolvency 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 Notes, or to the creditors or property 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 made any demand pursuant to the provisions of this Section 5.3, shall ----------- be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers 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 Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the 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 Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, if the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such 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. (f) 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. (g) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders. (h) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor covenants that if: (i) default is made in the payment of any installment instalment of interest (including any Additional Interest) on any Note of any series Security when such interest becomes due and payablepayable and such default continues for a period of 30 days, or (ii2) default is made in the payment of (or premium, if any, on) the principal of any Note of any series Security at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of the Notes of such seriesSecurities, the whole amount then due and payable on all Notes of such series Securities for principal (principal, including any sinking fund payment or analogous obligations and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such seriesincluding any Additional Interest); and, in addition thereto, such further amount as shall be sufficient all amounts owing to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) 6.07 and Section 10.06. If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor Company or any other obligor upon such Notes the Securities and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notesthe Securities, wherever situated. (3) . If an Event of Default with respect to Securities of any series occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) by Indenture Trustee. The Obligor Issuer covenants that if: if (i) default an Event of Default -------------------- specified in Section 5.01(i) has occurred and is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable, or continuing or (ii) default an Event of Default specified in Section 5.01(ii) has occurred and is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notescontinuing, the Obligor Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes of such seriesNotes, the whole amount then due and payable on all such Notes of such series for principal (and premium, if any) and interest, together with interest (on the overdue principal and, to the extent that payment at such rate of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon on overdue installments of interest at the rate of interest prescribed therefor borne by the Notes of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, Indenture Trustee and its agents and counsel and all other amounts due the Trustee under Section 5.07counsel. (2a) If In case the Obligor fails 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, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree, and may enforce the same against the Obligor Issuer or any other obligor upon such Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Issuer or any other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. (3b) If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Indenture Trustee may may, as more particularly provided in Section 5.04, in its discretion ------------ discretion, proceed to protect and enforce its rights and the rights of the Holders of such series of Notes Noteholders, by such appropriate judicial proceedings Proceedings as the Indenture Trustee shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedyremedy or legal or equitable right vested in the 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 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 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 made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the 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 Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the 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 Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such 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 Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement. (1) by Trustee. ---------- The Obligor Company covenants that if: (i1) default is made in the payment of any installment of interest on any Note of any series Debt Security when such interest or payment becomes due and payable, orpayable and such default continues for a period of 30 days, (ii2) default is made in the payment of principal of (or premium, if any, on) the principal of any Note of any series Debt Security at the Maturity thereof, andor (iii3) default is made in the making or satisfaction of any such default continues for any period of grace provided in relation to such default sinking fund payment or analogous obligation when the same becomes due pursuant to Section 4.01, then, with respect to such series the terms of Notesthe Debt Securities of any series, the Obligor Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such seriesDebt Securities, the whole amount then due and payable on all Notes of such series Debt Securities, for the principal (and premium, if any) and interest, together with interest (if any, and, to the extent that payment of such interest shall be legally enforceable) , interest upon the overdue principal (and premium, if any) and upon overdue installments of interest interest, at the rate of interest prescribed therefor by the Notes of such seriesOverdue Rate; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) counsel. If the Obligor Company fails to pay such amounts amount forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor Company, the Guarantor or any other obligor upon such Notes Debt Securities, and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company, the Guarantor or any other obligor upon such Notes, Debt Securities wherever situated. (3) . If an Event of Default with respect to Debt Securities of any series occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Debt Securities of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) by Trustee. ---------- The Obligor Company covenants that if: (ia) default is made in the payment of any installment of interest or Liquidated Damages on any Note of any series Security when such interest it becomes due and payablepayable and such default continues for a period of 30 days, or (iib) default is made in the payment of (the principal of or premium, if any, on) the principal of on any Note of any series Security at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor will, Company will upon demand of the Trustee, Trustee pay to it, for the benefit of the Holders of the Notes of such seriesSecurities, the whole amount then due and payable on all Notes of such series Securities for principal (and principal, premium, if any) , Liquidated Damages, if any, and interestinterest on any overdue principal, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon , Liquidated Damages, if any, and, to the extent permitted by applicable law, on any overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; andthen in effect, and in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) its counsel. If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor Company or any other obligor upon such Notes the Securities and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notesthe Securities, wherever situated. (3) . If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) by Trustee. ----------- The Obligor Issuer covenants that if: (ia) default is made in the payment of any installment of interest on any Note of any series Security when such interest becomes due and payablepayable and such default continues for a period of 30 days, or (iib) default is made in the payment of the principal of (or premium, if any, on) the principal of any Note of any series Security at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor Issuer and the Guarantor will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes Securities of such that series, the whole amount then due and payable on all Notes Securities of such that series for principal (and premium, if any) and interest, together with interest (and, to the extent that payment of such interest shall be legally enforceable) upon the , interest on any overdue principal (and premium, if any) and upon on any overdue installments of interest interest, at the rate of interest prescribed therefor or rates provided by the Notes Securities of such that series; , and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) counsel. If the Obligor Issuer or the Guarantor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor Issuer, the Guarantor or any other obligor upon such Notes the Securities and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Issuer, the Guarantor or any other obligor upon such Notesthe Securities, wherever situated. (3) . If an Event of Default with respect to Securities of any series occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) by the ----------------------------------------------------------- Trustee. -------- The Obligor Company covenants that if: (i1) default a Default or Event of Default is made in the payment of any installment of interest (including Additional Amounts, if any) on any Note of any series Security when such interest (including Additional Amounts, if any) becomes due and payable, payable and such Default or Event of Default continues for a period of 30 days; or (ii2) default a Default or Event of Default is made in the payment of (or premium, if any, on) the principal of any Note of any series Security at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, ; the Obligor Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such seriesSecurities, the whole amount then due and payable (as expressed therein or as a result of any acceleration effected pursuant to Section 4.2) on all Notes of such series Securities for principal and interest (and premiumincluding Additional Amounts, if any) and interestand, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the , interest on any overdue principal and on any overdue interest (and premiumincluding Additional Amounts, if any) and upon overdue installments of interest at ), calculated using the rate of interest prescribed therefor by the Notes of such series; Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) counsel. If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor or any other obligor upon such Notes Company and collect the money monies adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor or any other obligor upon such NotesCompany, wherever situated. (3) . If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) by Indenture Trustee. The Obligor Issuer covenants that if: if (i) default is made in the -------------------- payment of any installment of interest on any Note of any series when such interest the same becomes due and payable, or and such default continues for a period of five days, or (ii) default is made in the payment of (or premium, if any, on) the principal of any Note of any series when the same becomes due and payable at the related Note Final Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of NotesDate, the Obligor willIssuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes of such seriesNoteholders, the whole amount then due and payable on all such Notes of such series for principal (and premium, if any) and interest, together with interest (upon the overdue principal, and, to the extent that payment at such rate of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest interest, at the rate of interest prescribed therefor by the Notes of such series; and, specified in Section 2.7 and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, Indenture Trustee and its agents and counsel and all other amounts due the Trustee under Section 5.07counsel. (2a) If In case the Obligor fails 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, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree, and may enforce the same against the Obligor Issuer or any other obligor upon such Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Issuer or any other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (3b) If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Indenture Trustee may may, as more particularly provided in Section 5.4, in its discretion discretion, proceed to protect and enforce its rights and the rights of the Holders of such series of Notes Noteholders, by such appropriate judicial proceedings Proceedings as the Indenture Trustee shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedyremedy or legal or equitable right vested in the 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 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 Notes, or to the creditors or property 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 made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the 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 Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the 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 Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such 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 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. (e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders. (f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement. by Indenture Trustee. (1a) The Obligor Issuer covenants that if: if (i) default is -------------------- made in the payment of any installment of interest on any Note of any series when such interest the same becomes due and payable, or and such default continues for a period of five days, or (ii) default is made in the payment of (the principal of or premium, if any, on) any installment of the principal of any Note of any series at when the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notessame becomes due and payable, the Obligor Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of Notes and of the Notes of such seriesCredit Enhancer, the whole amount then due and payable on all the Notes of such series for principal (and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (principal, and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; and, in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, Indenture Trustee and its agents and counsel and all other amounts due the Trustee under Section 5.07counsel. (2b) If In case the Obligor fails 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, subject to the provisions of Section 11.17 hereof, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree, and may enforce the same against the Obligor Issuer or any other obligor upon such the Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Issuer or any other obligor upon such the Notes, wherever situated, the moneys adjudged or decreed to be payable. (3c) If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Trustee may Indenture Trustee, subject to the provisions of Section 11.17 hereof, may, as more particularly provided in Section 5.04, in its discretion discretion, proceed to protect and enforce its rights and the rights of the Holders of such series of Notes Noteholders (and the Credit Enhancer), by such appropriate judicial proceedings Proceedings as the Indenture Trustee shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedyremedy or legal or equitable right vested in the 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 Notes, or to the creditors or property 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 made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the 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 Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the 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 Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such 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. (e) 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 Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes (or the Variable Funding Notes, as applicable). (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 Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor covenants that if: (i1) default is made in the payment of any installment of interest (including Additional Interest, if any) on any Note of any series when such interest becomes due and payable, or (ii2) default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii3) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01401, then, with respect to such series of Notes, the Obligor will, upon demand of the Trustee, pay to it, for the benefit of the Holders Holder of the Notes of any such seriesNote, the whole amount then due and payable on all Notes of any such series Note for principal (and premium, if any) and interest, together interest with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor borne by the Notes of such seriesNotes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) 507. If the Obligor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor or any other obligor upon such the Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor or any other obligor upon such Notes, wherever situated. (3) . If an Event of Default with respect to the Notes occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) by Trustee. ---------- The Obligor Company covenants that if: if (ia) default is made in the payment of any installment of interest on any Note of any series Security when such interest becomes due and payablepayable and such default continues for a period of 30 days, or or (iib) default is made in the payment of the principal of (or premium, if any, on) the principal of any Note of any series Security at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, then the Obligor Company will, upon written demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such seriesSecurities, the whole amount then due and payable on all Notes of such series Securities for principal (and premium, if any) and interest, together with interest (if any, and, to the extent that payment of such interest shall be legally enforceable) upon the , interest on any overdue principal (and premium, if any) and upon on any overdue installments of interest interest, at the rate of interest or rates prescribed therefor by the Notes of in such series; Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) counsel. If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor Company or any other obligor upon such Notes Securities and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such NotesSecurities, wherever situated. (3) . If an any Event of Default with respect to Securities of any series occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement . The Trustee shall not be required to take notice or be deemed to have notice of any covenant Event of Default other than pursuant to paragraphs (a), (b) or agreement in (c) of Section 501 of this Indenture or in aid Indenture, unless a Responsible Officer of the exercise Trustee shall be specifically notified in writing of any power granted hereinsuch default by the Company, or to enforce any other proper remedyby the Holders of a majority in aggregate principal amount of Outstanding Securities.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor Company covenants that if: (ia) default Default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable, payable and such default continues for a period of thirty (30) days or (iib) default Default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the its Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01Date, then, with respect to such series of Notes, the Obligor Company will, upon demand of the TrusteeMajority Holders, pay to it, for the benefit of the Holders of the Notes of such series, the whole amount then due and payable on all the Notes of such series for principal (and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents Representative and counsel and all other amounts due the Trustee under Section 5.07. (2) Representative’s counsel. If the Obligor Company fails to pay such amounts forthwith upon such demand, the TrusteeHolders, in its own name and as trustee upon the approval of an express trustthe Majority Holders, may appoint a representative of the Holders (the “Representative”) to act as the exclusive agent and attorney-in-fact of the Holders, and the Representative shall, subject to Section 7.4, upon the demand of the Majority Holders, institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor Company or any other obligor upon such Notes and collect the money moneys adjudged or decreed deemed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notes, wherever situated. (3) . If an Event of a Default occurs and is continuing with respect to any series of NotesNotes occurs and is continuing, the Trustee may in its discretion Holders may, upon the approval of the Majority Holders, proceed to protect and enforce its rights and their rights, through the rights of the Holders of such series of Notes Representative, by such appropriate judicial proceedings as the Trustee shall they deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor covenants that if: (i) default is made in the payment of any installment of interest (including Additional Interest, if any) on any Note of any series when such interest becomes due and payable, or (ii) default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor will, upon demand of the Trustee, pay to it, for the benefit of the Holders Holder of the Notes of any such seriesNote, the whole amount then due and payable on all Notes of any such series Note for principal (and premium, if any) and interest, together with interest on interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor borne by the Notes of such seriesNotes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) If the Obligor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor or any other obligor upon such the Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor or any other obligor upon such Notes, wherever situated. (3) If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. The Company covenants that if an Event of Default in payment of principal or interest specified in clause (1) The Obligor covenants that if:or (2) of Paragraph 14 (ia) default occurs and is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable, or (ii) default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notescontinuing, the Obligor willCompany shall, upon demand of the TrusteeHolder, subject to the Common Stock Payment Conditions and at Holder's option, pay to itit Cash or deliver to it Common Stock, for the benefit of the Holders of the Notes of such series, in an amount equal to the whole amount then due and payable on all Notes of such series this Note for principal (and premiumprincipal, if any) and interestinterest and, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the , interest on any overdue principal (and premiumon any overdue interest, if any) and upon overdue installments of interest at the rate of interest prescribed therefor borne by the Notes of such series; this Note, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensationfees of counsel. In the event that Holder elects to receive payment of accelerated amounts then owing to it in Common Stock, expensesthe Holder shall provide 30 days prior written notice of such election to the Company. In such event, disbursements and advances the current market price per share of the TrusteeCommon Stock shall be computed on the basis of the average of the Last Sale Prices for the preceding 30 Trading Days ending on the last Trading Day prior to the delivery of such Common Stock to the Holder. If on any such Trading Day the Common Stock is not quoted by any organization referred to in the definition of Last Sale Price, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) fair market value of the Common Stock on such day, as reasonably determined by the Board of Directors of the Company, shall be used. If the Obligor Company fails to pay such amounts forthwith upon such demanddemand as required hereby, the Trustee, in its own name and as trustee of an express trust, Holder may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor Company or any other obligor upon such Notes this Note and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notesthis Note, wherever situated. (3) . If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Trustee Holder may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee Holder shall deem most effectual effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Note or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. In addition to all other amounts due hereunder, Holder shall be entitled to recover reasonable costs and expenses incurred in connection with the administration, workout or enforcement of this Note, including without limitation, reasonable attorneys' fees and expenses.

Collection of Indebtedness and Suits for Enforcement. (1a) The Obligor Company covenants that if: (i) if default is made in the payment of any installment of principal and/or interest on any Note of any series the Notes when such principal and/or interest becomes due and payable, or (ii) default is made whether at a time specified in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, at maturity of the Obligor Notes or in connection with any redemption or otherwise, the Company will, upon demand of the TrusteeLenders, pay to it, for the benefit of the Holders of the Notes of such series, it the whole amount then due and payable on all the Notes of such series for principal (and premiuminterest and, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the , interest on any overdue principal (and premiumon any overdue interest, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; Not Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the TrusteeLenders, its their agents and counsel and all other amounts due counsel, it being understood that as to the Trustee under Section 5.07. (2) Lenders, any payments will be applied on a pro rata basis among the Lenders based on each Lender's respective Note amount. If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and Lenders may prosecute such a proceeding to judgment or final decree, decree and may enforce the same against the Obligor Company or any other obligor upon such on the Notes and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or of any other obligor upon such on the Notes, wherever situated, it being understood that any monies collection shall be applied on a pro rata basis among the Lenders based on each Lender's respective Note. In addition, Lenders may give notice to customers of the Company that all payments under contracts listed on Schedule 401 shall, until further notice, be paid directly to Lender, and the Company consents to each such notice. (3b) If an Event of Default occurs and is continuing with respect to any series of Notesthe Notes occurs, the Trustee Lenders may in its their discretion proceed to protect and enforce its their rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings proceeding as the Trustee it shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor Company covenants that if: (ia) default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payablepayable (after the expiration of any applicable cure period), or (iib) default is made in the payment of (the principal or premium, if any, on) the principal of any Note of any series at when such principal or premium, if any, becomes due and payable (after the Maturity thereof, and (iii) expiration of any such default continues for any period of applicable grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notesperiod), the Obligor will, Company will upon demand of the TrusteeIndenture Trustee (which the Indenture Trustee may make, but is not required to make) pay to itthe Indenture Trustee, for the benefit of all the Holders of the Notes of such seriesNotes, the whole amount then due and payable on all such Notes of such series for principal (and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) counsel. If the Obligor Company fails to pay such amounts it is required to pay the Indenture Trustee pursuant to the preceding paragraph, then forthwith upon such demand, the demand of the Indenture Trustee, in its own name and as trustee of an express trust, the Indenture Trustee may (but is not required to) institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor Company or any other obligor upon any of such Notes and collect the money monies adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notes, wherever situated. (3) . If an Event of Default with respect to a particular series of Notes occurs and is continuing with respect to any series of Notescontinuing, the Indenture Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Indenture Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor covenants that if: (i) default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payable, or (ii) default is made in the payment of (or premium, if any, on) the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor will, upon demand of the Trustee, pay to it, for the benefit of the Holders Holder of the Notes of any such seriesNote, the whole amount then due and payable on all Notes of any such series Note for principal (and premium, if any) and interest, together interest with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor borne by the Notes of such seriesNotes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) If the Obligor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor or any other obligor upon such the Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor or any other obligor upon such Notes, wherever situated. (3) If an Event of Default with respect to the Notes occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor Trust covenants that if: (ia) default is made in the payment of any installment of interest on any Note of any series when such interest becomes due and payablepayable (after the expiration of any applicable cure period), or (iib) default is made in the payment of (the principal or premium, if any, on) the principal of any Note of any series at the Maturity thereofwhen such principal or premium, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01if any, then, with respect to such series of Notesbecomes due and payable, the Obligor will, Trust will upon demand of the TrusteeIndenture Trustee (which the Indenture Trustee may make, but is not required to make) pay to itthe Indenture Trustee, for the benefit of all the Holders of the Notes of such seriesNotes, the whole amount then due and payable on all Notes of such series for principal (and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) counsel. If the Obligor Trust fails to pay such amounts it is required to pay the Indenture Trustee pursuant to the preceding paragraph, then forthwith upon such demand, the demand of the Indenture Trustee, in its own name and as trustee of an express trust, the Indenture Trustee may (but is not required to) institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor Trust or any other obligor upon such any of the Notes and collect the money monies adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Trust or any other obligor upon such the Notes, including the Collateral, wherever situated. (3) . If an Event of Default with respect to the Notes occurs and is continuing with respect to any series of Notescontinuing, the Indenture Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Indenture Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor Company covenants that if: (ia) default is made in the payment of any installment of interest on any Note of any series this Security when such interest becomes due and payablepayable and such default continues for a period of 30 days, or (iib) default is made in the payment of the principal of (or premium, if any, on) this Security at its Maturity, then the principal of any Note of any series at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor willCompany shall, upon demand of the TrusteeHolder, pay to it, for the benefit of the Holders of the Notes of such series, Holder the whole amount then due and payable on all Notes of such series Security for principal (and premium, if any) and interest, together with interest upon any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable) , upon the overdue principal (and premium, if any) and upon any overdue installments of interest interest, at the rate of interest prescribed therefor or rates borne by the Notes of or provided for in such series; Security, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the TrusteeHolder, its agents and counsel and all other amounts due the Trustee under Section 5.07. (2) counsel. If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, Holder may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor Company or any other obligor upon such Notes Security and collect the money monies adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other such obligor upon such NotesSecurity, wherever situated. (3) . If an Event of Default occurs and is continuing with respect to any series of Notescontinuing, the Trustee Holder may in its discretion proceed to protect and enforce its rights and the rights of the Holders of such series of Notes by such appropriate judicial proceedings as the Trustee Holder shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Security or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement. (1) by Trustee. ---------- The Obligor Company covenants that if: (i1) default is made in the payment of any installment of interest on any Note of any series Security when such interest becomes due and payable, orpayable and such default continues for a period of 30 days; (ii2) default is made in the payment of the principal of (or premium, if any, on) the principal of on any Note of any series Security at the Maturity thereof, and; or (iii3) default is made in the performance of any covenant or a breach occurs in any warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of a series of one or more Securities other than that series), and such default or breach continues for any a period of grace provided 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in relation to aggregate principal amount of the Outstanding Securities of that series a written notice specifying such default pursuant or breach and requiring it to Section 4.01, then, with respect to be remedied and stating that such series notice is a "Notice of Notes, Default" hereunder; the Obligor Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes of such seriesSecurities, the whole amount then due and payable on all Notes of such series Securities for principal (and premium, if any) and interestinterest and, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the , interest on any overdue principal (and premium, if any) and upon on any overdue installments of interest interest, at the rate of interest or rates prescribed therefor by the Notes of in such series; Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 5.07. counsel. The events referred to in Sections 5.03(1), (2) and (3) are herein referred to as "Defaults". If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, decree and may enforce the same against the Obligor Company or any other obligor upon such Notes Securities and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such NotesSecurities, wherever situated. (3) . If a Default or an Event of Default with respect to Securities of any series occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. Upon receipt by the Trustee of any Notice of Default pursuant to Section 5.03(3) with respect to Securities of a series all or part of which is represented by a Global Security, a record date shall be established for determining Holders of Outstanding Securities of such series entitled to join in such Notice of Default, which record date shall be at the close of business on the date the Trustee receives such Notice of Default. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such Notice of Default, whether or not such Holders remain Holders after such record date; provided, that unless Holders of at least 25% in principal amount of the Outstanding Securities of such series, or their proxies, shall have joined in such Notice of Default prior to the day which is 90 days after such record date, such Notice of Default shall automatically and without further action by any Holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new Notice of Default which is identical to a Notice of Default which has been cancelled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.03.

Collection of Indebtedness and Suits for Enforcement. (1) The Obligor covenants that if: (i) default is made in the payment of any installment of interest (including any Additional Interest) on any Note of any series Security when such interest becomes due and payablepayable and such default continues for a period of 30 days, or (ii2) default is made in the payment of the principal of (or and premium, if any, on) the principal of any Note of any series Security at the Maturity thereof, and (iii) any such default continues for any period of grace provided in relation to such default pursuant to Section 4.01, then, with respect to such series of Notes, the Obligor Company will, upon demand of the Trustee, pay to itthe Trustee, for the benefit of the Holders of the Notes of such seriesSecurities, the whole amount then due and payable on all Notes of such series Securities for principal principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest, together with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest at the rate of interest prescribed therefor by the Notes of such seriesincluding any Additional Interest); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due owing the Trustee under Section 5.07. (2) 6.07. If the Obligor Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Obligor Company or any other obligor upon such Notes the Securities and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Obligor Company or any other obligor upon such Notesthe Securities, wherever situated. (3) . If an Event of Default with respect to Securities of any series occurs and is continuing with respect to any series of Notescontinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.