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

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series when the same shall have become due and payable, whether upon maturity of the Securities of such Series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such Series, the Company will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in the Securities of such Series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee. Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Securities of any Series to the Persons entitled thereto, whether or not the principal of and interest on the Securities of such Series are overdue. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such Series, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company or other obligor upon such Securities and Coupons, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be any judicial proceedings relative to the Company or other obligor upon such Securities and Coupons, if any, or to the creditors or property of the Company or other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such Series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company or other obligor upon all Securities of such Series, or to the creditors or property of the Company or other obligor; and (b) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee for the Securities of such Series, and, in the event that such Trustee shall consent to the making of payments directly to the Securityholders, to pay to such Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining thereto, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (a) The Company Issuer covenants that (ai) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (bii) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover all amounts due to the costs and expenses of collectionTrustee, including reasonable compensation to compensation, expenses, disbursements and advances of the Trustee and each predecessor Trustee, their respective agents, attorneys its agents and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. . (b) In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer, the Guarantor or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer, the Guarantor or other obligor upon such Securities and Couponsthe Securities, wherever situated, situated the moneys monies adjudged or decreed to be payable. . (c) In case there shall be pending proceedings relative to the Issuer, the Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable U.S. federal or state or Bermuda 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, the Guarantor or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (ai) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to compensation, expenses, disbursements and advances of the Trustee and each predecessor Trustee, and their respective its agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (biii) to collect and receive any moneys monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee and all other amounts due to such the Trustee, including any amounts owed to the Trustee or any predecessor Trustee pursuant to Section 6.06hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents, and counsel. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. person. (d) All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the such Securities of such Series or any Coupon appertaining thereto Coupons or the production thereof at 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 all amounts due to the Trustee, including the reasonable compensation, expenses, disbursements and compensation advances of the Trustee, each predecessor Trustee and their respective its agents and attorneyscounsel, shall be for the ratable benefit of the Holders of the Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. . (e) In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (a) The Company covenants that if an Event of Default described in clause (aa)(1) in case default shall be made in the payment or (a)(2) of any installment of interest on any of the Securities of any Series when such interest Section 8.01 hereof shall have become due occurred and payablebe continuing, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series when the same shall have become due and payablethen, whether upon maturity of the Securities of such Series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company will shall pay to the Trustee for the Securities of such SeriesTrustee, for the benefit of the Holders of the Securities Notes of such Series the series with respect to which Event of Default shall have occurred and the Holders of any Coupons appertaining theretois continuing, the whole amount that then shall have so become due and payable on all Securities of such Series or such Coupons Notes for principal of or interest, as the case may be (be, with interest to the date of such payment upon the overdue principal and, and any premium and (to the extent that payment of such interest is enforceable under applicable law, on ) upon the overdue installments of interest at the same rate as the rate of interest specified in the Securities of borne by such Series)Notes; and and, in addition thereto, such further amount amounts as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective its agents, attorneys and counsel, and any expenses and or liabilities incurred, and all advances made, incurred by the Trustee and each predecessor Trusteehereunder other than through its negligence or bad faith. Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Securities of any Series such Notes to the Persons entitled theretoHolders, whether or not the principal of and interest on the Securities of such Series are Notes be overdue. . (b) In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor upon on such Securities Notes and collect in the manner provided by law out of the property of the Company or any other obligor upon on such Securities and Coupons, Notes wherever situated, the moneys adjudged or decreed to be payable. . (c) In case there shall be pending proceedings relative to the Company or any other obligor upon the Notes under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company or such other obligor upon such Securities and Coupons, if anyobligor, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Securities the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a1) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such SeriesNotes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders and the Holders of any Coupons appertaining thereto Noteholders allowed in any judicial proceedings relative to the Company or such other obligor upon all Securities of such Seriesobligor, or to the creditors or property of the Company or such other obligor; and (b2) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders Noteholders and of the Trustee on their behalf; and any trustee, receiver or receiver, liquidator, custodian or other similar official is hereby authorized by each of the Holders Noteholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of the payments directly to the SecurityholdersNoteholders, to pay to such Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.06. 9.06 hereof. (d) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceeding except, as aforesaid, except to vote for the election of a trustee in bankruptcy or similar Person. person. (e) All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining thereto, Notes may be prosecuted and enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto Notes or the production thereof at 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 its agents, attorneys and attorneyscounsel, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons Notes in respect of which such action was taken. . (f) In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto Notes in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto Notes parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, otherwise then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoHolders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series series or any Coupon Coupons appertaining thereto to such Securities or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, taken and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, otherwise -- then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered holders, whether or not the principal of and interest on the Securities of such Series are be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series series or any Coupon Coupons appertaining thereto to such Securities or the production thereof at 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 Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (1) The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence, bad faith or willful misconduct. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. . (2) In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer, the Guarantor or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer, the Guarantor or other obligor upon such Securities and Couponsthe Securities, wherever situated, situated the moneys adjudged or decreed to be payable. . (3) In case there shall be pending proceedings relative to the Issuer, the Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property, the Guarantor or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence, bad faith or any predecessor Trustee pursuant to Section 6.06willful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. person. (4) All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the such Securities of such Series or any Coupon appertaining thereto Coupons or the production thereof at 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 Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. . (5) In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal, state or non-U.S. 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 in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all the Securities of such Seriesany series, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or and interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to and such other amount due the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trusteeunder Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer, the Guarantor or any other obligor upon the Securities or Guarantees of such Securities series and collect in the manner provided by law out of the property of the Company Issuer, the Guarantor or any other obligor upon the Securities or Guarantees of such Securities and Couponsseries, wherever situated, all the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer, the Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer, the Guarantor or their property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities or Guarantees of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation amounts payable 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 Trusteeunder Section 6.6) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer, any Guarantor or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor; and (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities or Guarantees of any series in any election of a receiver, assignee, trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings, custodian or other person performing similar functions in respect of any such proceedings; and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official performing similar functions in respect of any such proceedings is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee its costs and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee of collection and all other amounts due to such Trustee or any predecessor Trustee it pursuant to Section 6.066.6. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or Guarantees of any Series 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 exceptproceeding, except as aforesaid, to vote for the election of a trustee aforesaid in bankruptcy or similar Personclause (b). All rights of action and of asserting claims under this Indenture, or under any of the Securities or Guarantees of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities or Guarantees of such Series series or any Coupon Coupons appertaining thereto to such Securities or the production thereof at 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 judgment shall be awarded 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 distribution to the Holders of the Securities, Guarantees or Coupons appertaining to such Securities of such Series and Holders of any Coupons in respect of which such action was taken, after payment of all sums due to the Trustee under Section 6.6 in respect of such Securities. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and Securities, Guarantees or Coupons appertaining thereto to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Securities, Guarantees or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trusteetrustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trusteetrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoHolders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trusteetrustee, 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 Trusteetrustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all the Securities of such Seriesany series, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee or receiver or standby receiver in arrangement, reorganization, liquidation or other obligor; bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series 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 proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at 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 trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption redemption, repurchase or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company or any Guarantor will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company or any Guarantor may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoHolders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company or the Guarantors shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company or other obligor upon such Securities and Couponsthe Securities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (ai) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such SeriesSecurities, 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 gross negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company or other obligor upon all the Securities of such Series, or to the creditors or property of the Company or such other obligor; , (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (biii) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of gross negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoseries, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon series appertaining thereto to such Securities or the production thereof at 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 such Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto or in respect to of which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment instalment of interest on any of the Debt Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Debt Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Debt Securities of such Series series or upon any redemption or by declaration or otherwise, --then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Debt Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Debt Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Debt Securities) specified in the Debt Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Debt Securities of any Series series to the Persons entitled theretoregistered holders, whether or not the principal of and interest on the Debt Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Debt Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and CouponsDebt Securities, wherever situated, the moneys monies adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Debt Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such the Debt Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Debt Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Debt Securities of such Series any series are Original Issue Discount Debt Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Debt Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Debt Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all the Debt Securities of such Seriesany series, or to the creditors or property of the Company Issuer or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligorbankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings; and (bc) to collect and receive any moneys monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Debt Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Debt Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Debt Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee except as a result of negligence or bad faith and all other amounts due to such the Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Debt Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Debt Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Debt Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoDebt Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Debt Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Debt Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders holders of the Debt Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders holders of such Debt Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Each of the Issuer and the Guarantor covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer or the Guarantor, as the case may be, will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer or the Guarantor shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or the Guarantor or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or the Guarantor or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer, the Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Guarantor or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon all the Securities of such Seriesany series, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except in the event of a determination of its own negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Each of the Issuer and the Guarantor covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer or the Guarantor, as the case may be, will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer or the Guarantor shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or the Guarantor or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or the Guarantor or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer, the Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Guarantor or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon all the Securities of such Seriesany series, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Each of the Issuer and the Guarantor covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer or the Guarantor, as the case may be, will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence, willful misconduct or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer or the Guarantor shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or the Guarantor or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or the Guarantor or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer, the Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Guarantor or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, willful misconduct or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon all the Securities of such Seriesany series, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due except in the event of a determination by a court of competent jurisdiction to such Trustee have been caused by its own negligence, willful misconduct or any predecessor Trustee pursuant to Section 6.06bad faith in a final, non-appealable order. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series Contingent Payment when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series when as the same shall have become due and payable, whether upon maturity payable and such default continues for the period of the Securities of such Series or upon any redemption or by declaration or otherwise30 days, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities the amount of such Series and the Holders of any Coupons appertaining thereto, the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in the Securities of such Series)Contingent Payment; and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee. Until such demand is made by the Trustee, the Company may pay the principal Trustee except as a result of and interest on the Securities of any Series to the Persons entitled thereto, whether its negligence or not the principal of and interest on the Securities of such Series are overduebad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be any judicial pending proceedings relative to the Company or any other obligor upon such the Securities and Couponsunder Title 11 of the United States Code or any other applicable Federal or State bankruptcy, if anyinsolvency or other similar law, or to the creditors in case a receiver, assignee or property trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02, shall be entitled and empowered, by intervention in such proceedings or otherwise:or (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such SeriesSecurities, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings; and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders Holders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the SecurityholdersHolders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee except as a result of negligence or bad faith and all other amounts due to such the Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person4.06. All rights of action and of asserting claims under this IndentureAgreement, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at and any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was takenHolders. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture Agreement to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was takenHolders, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, otherwise -- then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries) (with any such calculation of rate of interest or Yield to Maturity to be made by the Issuer and approved by the Trustee); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, accountants, experts, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, accountants, experts, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series series or any Coupon Coupons appertaining thereto to such Securities or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents agents, accountants, experts, attorneys and attorneyscounsel, shall be for the ratable benefit of the Holders of the Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all the Securities of such Seriesany series, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except in the event of a determination of its own negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether at Maturity, upon maturity of the Securities of such Series or upon any redemption or redemption, by declaration or otherwiseotherwise -- then, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective its agents, attorneys and counsel, and any expenses and liabilities incurredincurred by such parties, and all advances made, made by the Trustee and each predecessor Trusteeexcept as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series such series to the Persons entitled theretoHolders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon the Securities of such Securities series and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon the Securities of such Securities and Couponsseries, wherever situated, situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities of any series 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 in case of any other comparable judicial proceedings relative to the Company Issuer or such other obligor upon such Securities and Coupons, if anyobligor, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities of any Securities series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such Serieseach series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective its agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or such other obligor upon all Securities of such Seriesobligor, or to the creditors or property of the Company Issuer or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of each series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligorbankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings; and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or receiver, liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and except, in each predecessor Trustee and all other amounts due to such Trustee case, as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining thereto, series may be prosecuted and enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto series or the production thereof at 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 its agents, attorneys and attorneyscounsel, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Each of the Issuer and Parent covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series when the same shall have become due and payable, whether upon maturity of the Securities of such Series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such Series, the Company Issuer or Parent, as applicable, will pay to the Trustee for the Securities of such Series, Series for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, thereto the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in the Securities of such Series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to to, and all expenses and liabilities incurred and all advances made by, the Trustee and each predecessor Trustee, Trustee and their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series to the Persons persons entitled thereto, whether or not the principal of and interest on the Securities of such Series are overdue. In case the Company Issuer or Parent shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such Series, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer, Parent or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer, Parent or other obligor upon such Securities and Coupons, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Parent or Issuer or any other obligor upon the Securities and Coupons 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 Parent or Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Parent or Issuer or other obligor upon such under the Securities of any Series and Coupons, if any, or to the creditors or property of the Company Parent or Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.015.01 hereof) and interest owing and unpaid in respect of the Securities of such any Series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to to, and all expenses and liabilities incurred and all advances made by, the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Parent or Issuer or other obligor upon all Securities of such any Series, or to the creditors or property of the Company Parent or Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any Series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee for the Securities of such Series, and, in the event that such Trustee shall consent to the making of payments directly to the Securityholders, to pay to such Trustee such amounts as shall be sufficient to cover reasonable compensation to to, and all expenses and liabilities incurred and all advances made by, such Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee counsel and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining thereto, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any such Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (ai) in case a default shall be made in the payment of any installment of interest on any of the Securities of any Series Securities, as and when such interest the same shall have become due and payable, and such default shall have continued for a period in excess of 30 days days, or (bii) in case a default shall be made in the payment of all or any part of the principal of or premium, if any, on any of the Securities of any Series when and as the same shall have become due and payable, whether upon maturity of the Securities of such Series or upon any redemption or by upon declaration or otherwise, then then, upon demand of the Trustee for the Securities of such SeriesTrustee, the Company will pay to the Trustee for the Securities of such SeriesTrustee, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining theretoSecurities, the whole amount that then shall have become due and payable on all such Securities of such Series or such Coupons for principal of or and premium, if any, interest, as the case may be (if any, with interest to the date of such payment upon the overdue principal andand premium, if any, of each such Security and (to the extent that payment of such interest is legally enforceable under applicable law, on overdue ) upon any installments of interest interest, at the same rate as the rate of interest specified in the Securities of borne by such Series)Security; and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee and each predecessor Trustee, their respective its agents, attorneys and counsel, and any expenses and or liabilities incurred, and all advances made, incurred by the Trustee and each predecessor Trustee. Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Securities of any Series to the Persons entitled thereto, whether hereunder other than through its negligence or not the principal of and interest on the Securities of such Series are overdue. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such Series, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company or other obligor upon such Securities and Coupons, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be any judicial proceedings relative to the Company or other obligor upon such Securities and Coupons, if any, or to the creditors or property of the Company or other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such Series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company or other obligor upon all Securities of such Series, or to the creditors or property of the Company or other obligor; and (b) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee for the Securities of such Series, and, in the event that such Trustee shall consent to the making of payments directly to the Securityholders, to pay to such Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personwillful misconduct. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoseries, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto series, or the production thereof at on any trial or other proceedings proceeding relative thereto, and any such action suit or proceedings proceeding 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, judgment shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was takenseries. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was takena series, and it shall not be necessary to make any Holders of the Securities of such Securities and Coupons appertaining thereto series parties to any such proceedings. In case of an Event of Default hereunder with respect to Securities of a particular series, the Trustee may, but, unless first requested so to do by the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series and furnished with indemnity satisfactory to the Trustee against all costs, expenses and liabilities, shall not be under any obligation to, proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceedings 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 in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. The Trustee is authorized 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 (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Securities allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities), its creditors or their property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be unpaid for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. The Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ committee or other similar committee. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of the Holder of any Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of any Security in any such proceeding.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, --then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all the Securities of such Seriesany series, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment instalment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, --then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all the Securities of such Seriesany series, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee except as a result of negligence or bad faith and all other amounts due to such the Trustee or any predecessor Trustee pursuant to Section 6.065.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, liabilities incurred, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or and interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to and such other amount due the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trusteeunder Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, all the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation amounts payable 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 Trusteeunder Section 6.6) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor; and (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a receiver, assignee, trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings, custodian or other person performing similar functions in respect of any such proceedings; and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official performing similar functions in respect of any such proceedings is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee its costs and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee of collection and all other amounts due to such Trustee or any predecessor Trustee it pursuant to Section 6.066.6. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series 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 exceptproceeding, except as aforesaid, to vote for the election of a trustee aforesaid in bankruptcy or similar Personclause (b). All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series series or any Coupon Coupons appertaining thereto to such Securities or the production thereof at 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 judgment shall be awarded 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 distribution to the Holders of the Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken, after payment of all sums due to the Trustee under Section 6.6 in respect of such Securities. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (a1) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series Securities, as and when such interest the same shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b2) in case default shall be made in the payment of all or any part of the principal of or premium, if any, on any of the Securities of any Series when and as the same shall have become due and payable, whether upon maturity of the Securities of such Series or upon any redemption or by upon declaration or otherwiseotherwise -- then, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company will pay to the Trustee for the Securities of such SeriesTrustee, for the benefit of the Holders of the Securities holders of such Series and the Holders of any Coupons appertaining theretoSecurities, the whole amount that then shall have become due and payable on all such Securities of such Series or such Coupons for principal of or and premium, if any, and interest, as the case may be (with interest to the date of such payment upon the overdue principal andand premium, if any, of each such Security and (to the extent that payment of such interest is legally enforceable under applicable law, on overdue ) upon installments of interest interest, at the same rate as the rate of interest specified in the Securities of borne by such Series)Security; and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation to of the Trustee and each predecessor Trustee, their respective its agents, attorneys and counsel, and any expenses and or liabilities incurred, and all advances made, incurred by the Trustee and each predecessor Trustee. Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Securities of any Series to the Persons entitled thereto, whether hereunder other than through its own negligence or not the principal of and interest on the Securities of such Series are overduebad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity against the Company or other obligor on such Securities for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or such other obligor upon such Securities and collect in the manner provided by law out of the property of the Company or such other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor upon the Securities of any series under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law relative to the Company or such other obligor, its creditors or its property, or in case a receiver or trustee shall have been appointed for its property or in case of any other judicial proceedings relative to the Company or other obligor upon such the Securities and Couponsof any series, if any, or to the its creditors or property of the Company or other obligorits property, the Trustee, irrespective of whether the principal of the Securities of any Securities series shall then be due and payable as therein expressed expressed, upon redemption or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) , to file and prove a claim or claims for the whole amount of principal (orprincipal, premium, if the Securities of such Series are Discount Securitiesany, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders and the Holders of any Coupons appertaining thereto series allowed in any judicial proceedings proceeding relative to the Company or other obligor upon all the Securities of such Seriesany series, its creditors, or to the creditors or property of the Company or other obligor; and (b) its property, and 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 same after the deduction of the Securityholders its charges and of the Trustee on their behalfexpenses; and any trusteereceiver, receiver assignee or liquidator, custodian trustee in bankruptcy or other similar official reorganization is hereby authorized by each of the Holders Securityholders to make such payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to such Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to authorize or consent to or vote for or accept or adopt on behalf the date of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Persondistribution. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoseries, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto series, or the production thereof at in any trial or other proceedings relative proceeding relating thereto, and any such action or proceedings proceeding 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, judgment shall be for the ratable benefit of the Holders holders of the Securities of such Series and Holders of any Coupons in respect of which such action was takenseries. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was takena series, and it shall not be necessary to make any Holders holders of the Securities of such Securities and Coupons appertaining thereto series parties to any such proceedings. In case of an Event of Default hereunder with respect to Securities of a particular series, the Trustee may, but unless first requested so to do by the holders of at least a majority in aggregate principal amount of the Securities of such series at the time outstanding and furnished with reasonable indemnity against all costs, expenses and liabilities shall not (subject to the provisions of Section 7.01) be under any obligation to, proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action at law or by proceedings 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 in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of the holder of any Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any holder thereof, or to authorize the Trustee to vote in respect of the claim of any holder of any Security in any such proceeding.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or and interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to and such other amount due the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trusteeunder Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, all the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation amounts payable 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 Trusteeunder Section 6.6) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor; and (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a receiver, assignee, trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings, custodian or other person performing similar functions in respect of any such proceedings; and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official performing similar functions in respect of any such proceedings is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee its costs and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee of collection and all other amounts due to such Trustee or any predecessor Trustee it pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining thereto, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings6.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption redemption, repurchase or repayment at the option of the Holders or by declaration or otherwise, otherwise -- then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series, and any appurtenant Coupons, for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable expenses and reasonable liabilities incurred, and all reasonable advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other reasonable expenses and reasonable liabilities incurred, and all reasonable advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series series or any Coupon Coupons appertaining thereto to such Securities or the production thereof at 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 reasonable expenses, reasonable disbursements and reasonable compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (1) The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered holders, whether or not the principal of and interest on the Securities of such Series are be overdue. . (2) In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, situated the moneys adjudged or decreed to be payable. . (3) In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, rehabilitator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. person. (4) All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the such Securities of such Series or any Coupon appertaining thereto Coupons or the production thereof at 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 Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. . (5) In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (1) The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence, bad faith or willful misconduct. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. . (2) In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer, the Guarantor or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer, the Guarantor or other obligor upon such Securities and Couponsthe Securities, wherever situated, situated the moneys adjudged or decreed to be payable. . (3) In case there shall be pending proceedings relative to the Issuer, the Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property, the Guarantor or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.025.2, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence, bad faith or any predecessor Trustee pursuant to Section 6.06willful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. person. (4) All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the such Securities of such Series or any Coupon appertaining thereto Coupons or the production thereof at 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 Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. . (5) In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (a) in case default shall be made in the payment of any installment of interest on or any Additional Amounts with respect to any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of or any of the premium, if any, on any Securities of any Series series or any Additional Amounts with respect thereto when the same shall have become due and payable, whether upon maturity Stated Maturity of the Securities of such Series series or upon any redemption or by declaration acceleration or otherwise, then upon demand of the Trustee for the Securities of such Seriesseries, the Company will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders Holder of any Coupons appertaining thereto, such Security the whole amount that then shall have become due and payable on all Securities of any such Series or such Coupons Security for principal of or the principal, premium, if any, and interest, as the case may be (if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, to the extent that so far as payment of such interest the same is enforceable under applicable law, on overdue installments of interest and Additional Amounts, at the same rate as the rate of interest specified in the Securities of Overdue Rate applicable to any such Series)Security; and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee. Until such demand is made by further amounts payable to the Trustee, the Company may pay the principal of its agents and interest on the Securities of any Series counsel pursuant to the Persons entitled thereto, whether or not the principal provisions of and interest on the Securities of such Series are overdueSection 7.6. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Company, the Guarantor or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Company, the Guarantor or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be any judicial proceedings relative to the Company or other obligor upon such Securities and Coupons, if any, or to the creditors or property of the Company or other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the The Trustee shall have made any demand pursuant to the provisions of this Section 5.02, shall be entitled and empowered, by intervention either in such proceedings its own name as trustee of an express trust, or otherwise: (a) to file and prove a claim or claims as attorney-in-fact for the whole amount Holders of principal (or, if any of the Securities of such Series are Discount Securities, or in both such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such Seriescapacities, and to file such proof of debt, amendment of proof of debt, claim, petition or other papers or documents document as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company, the Guarantor or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any Coupons appertaining thereto proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Company, the Guarantor or any other obligor on the Securities and/or its property allowed in any judicial proceedings relative to the Company or other obligor upon all Securities of such Series, or to the creditors or property of the Company or other obligor; and (b) to collect and receive any moneys or other property payable or deliverable on any such claimsproceedings, and to distribute all amounts received with respect to the claims receive payment of the Securityholders and of the Trustee or on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee for the Securities account of such Seriesclaims; provided, andhowever, in the event that such Trustee shall consent to the making of payments directly to the Securityholders, to pay to such Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing nothing herein contained shall be deemed to authorize or empower the Trustee to authorize or consent to or vote for or accept or adopt adopt, on behalf of any Securityholder Holder of Securities, any plan of reorganizationreorganization or readjustment of the Company, arrangement, adjustment the Guarantor or composition affecting any other obligor on the Securities or, by other action of any Series character in any such proceeding, to waive or the rights change in any way any right of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in Security, even though it may otherwise be entitled so to do under any present or future law, all such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy power or similar Personauthorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture, Indenture or under any of the Securities of any Series or any Coupon appertaining thereto, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at 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 holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to of which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, otherwise - then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoHolders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series series or any Coupon Coupons appertaining thereto to such Securities or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, taken and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment instalment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, otherwise -- then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments instalments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoHolders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series series or any Coupon Coupons appertaining thereto to such Securities or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, taken and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, payable and such default shall have continued for a period of 30 thirty days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company will pay to the Trustee for the Securities of such SeriesTrustee, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining theretoseries, the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Securities of any Series such series to the Persons entitled theretoregistered Holders in the Security Register, whether or not the principal of and interest on the Securities of such Series are series is overdue. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. In case the Company shall fail forthwith of any judicial proceeding relating to pay such amounts upon such demand, the Trustee for the Securities of such Series, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor upon such Securities and collect in the manner provided by law out of Securities, or the property or creditors of the Company or other obligor upon any such Securities and Coupons, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be any judicial proceedings relative to the Company or other obligor upon such Securities and Coupons, if any, or to the creditors or property of the Company or other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02, shall be entitled and empowered, by intervention in such proceedings proceeding or otherwise: (a) , to file take any and prove a claim or claims for all actions authorized under the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such Series, and to file such other papers or documents as may be necessary or advisable Trust Indenture Act in order to have the claims of the Trustee (including any claim for reasonable compensation to Holders and the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company or other obligor upon all Securities of such Series, or to the creditors or property of the Company or other obligor; and (b) proceeding. The Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; , and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee except as a result of negligence or willful misconduct and all other amounts due to such the Trustee or any predecessor Trustee pursuant to Section 6.066.7. Nothing herein contained No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at 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 Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to of which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company and the Guarantor each covenants that (a) in case default shall be made in the payment of any installment of interest on or any Additional Amounts any of the Securities of any Series when such interest or Additional Amounts shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series when the same such interest on or any Additional Amounts shall have become due and payable, whether upon maturity Maturity of the Securities of such Series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such Series, the Company or the Guarantor, as the case may be, will pay to the Trustee for the Securities of such Series, Series for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest and Additional Amounts at the same rate as the rate of interest specified in the Securities of such Series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee. Until such demand is made by the Trustee, the Company or the Guarantor, as the case may be, may pay the principal of of, interest on, and interest on any Additional Amounts the Securities of any Series to the Persons persons entitled thereto, whether or not the principal of and interest on the Securities of such Series are overdue. In case the Company or the Guarantor, as the case may be, shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such Series, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or the Guarantor, as the case may be, or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Company, the Guarantor or any other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company, the Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company, the Guarantor or their respective properties or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Company, the Guarantor or other obligor upon such under the Securities and Couponsof any Series, if any, or to the creditors or property of the Company Company, the Guarantor or any such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) 5.1 hereof), any premium, interest and interest Additional Amounts owing and unpaid in respect of the Securities of such any Series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee,) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Company, the Guarantor or any other obligor upon all Securities of such any Series, or to the creditors or property of the Company Company, the Guarantor or any such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any Series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee for the Securities of such Series, and, in the event that such Trustee shall consent to the making of payments directly to the Securityholders, to pay to such Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.066.6. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any such Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series when the same shall have become due and payable, whether upon maturity of the Securities of such Series or upon any redemption or by declaration or otherwise, --then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, the whole amount that then shall have become due and payable on all such Securities of such Series or such Coupons for principal of or and interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in the Securities of such SeriesSecurities); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or willful misconduct. In connection therewith, the Trustee shall comply with the provisions of Section 313(b)(2) of the Trust Indenture Act of 1939 to the extent applicable. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series to the Persons entitled theretoregistered holders, whether or not the principal of and interest on the Securities of such Series are be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such SeriesSecurities, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or willful misconduct) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligorbankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings; and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06willful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities of such Series and Holders of any Coupons in respect of which such action was takenSecurities. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was takenSecurities, and it shall not be necessary to make any Holders holders of such the Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (a) The Company covenants that if an Event of Default described in clause (aa)(1) in case default shall be made in the payment or (a)(2) of any installment of interest on any of the Securities of any Series when such interest Section 8.01 hereof shall have become due occurred and payablebe continuing, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series when the same shall have become due and payablethen, whether upon maturity of the Securities of such Series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company will shall pay to the Trustee for the Securities of such SeriesTrustee, for the benefit of the Holders of the Securities Notes of such Series the series with respect to which Event of Default shall have occurred and the Holders of any Coupons appertaining theretois continuing, the whole amount that then shall have so become due and payable on all Securities of such Series or such Coupons Notes for principal of or interest, as the case may be (be, with interest to the date of such payment upon the overdue principal and, and any premium and (to the extent that payment of such interest is enforceable under applicable law, on ) upon the overdue installments of interest at the same rate as the rate of interest specified in the Securities of borne by such Series)Notes; and and, in addition thereto, such further amount amounts as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective its agents, attorneys and counsel, counsel and any expenses and or liabilities incurred, and all advances made, incurred by the Trustee and each predecessor Trusteehereunder other than through its negligence or bad faith. Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Securities of any Series such Notes to the Persons entitled theretoHolders, whether or not the principal of and interest on the Securities of such Series are Notes be overdue. . (b) In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor upon on such Securities Notes and collect in the manner provided by law out of the property of the Company or any other obligor upon on such Securities and Coupons, Notes wherever situated, the moneys adjudged or decreed to be payable. . (c) In case there shall be pending proceedings relative to the Company or any other obligor upon the Notes under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company or such other obligor upon such Securities and Coupons, if anyobligor, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Securities the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a1) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such SeriesNotes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders and the Holders of any Coupons appertaining thereto Noteholders allowed in any judicial proceedings relative to the Company or such other obligor upon all Securities of such Seriesobligor, or to the creditors or property of the Company or such other obligor; and (b2) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders Noteholders and of the Trustee on their behalf; and any trustee, receiver or receiver, liquidator, custodian or other similar official is hereby authorized by each of the Holders Noteholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of the payments directly to the SecurityholdersNoteholders, to pay to such Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.06. 9.06 hereof. (d) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceeding except, as aforesaid, except to vote for the election of a trustee in bankruptcy or similar Person. person. (e) All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining thereto, Notes may be prosecuted and enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto Notes or the production thereof at 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 its agents, attorneys and attorneyscounsel, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons Notes in respect of which such action was taken. . (f) In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto Notes in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto Notes parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (a) in case default shall be made in the payment of any installment of interest on or any Additional Amounts with respect to any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of or any of the premium, if any, on any Securities of any Series series or any Additional Amounts with respect thereto when the same shall have become due and payable, whether upon maturity Stated Maturity of the Securities of such Series series or upon any redemption or by declaration acceleration or otherwise, then upon demand of the Trustee for the Securities of such Seriesseries, the Company will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders Holder of any Coupons appertaining thereto, such Security the whole amount that then shall have become due and payable on all Securities of any such Series or such Coupons Security for principal of or the principal, premium, if any, and interest, as the case may be (if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, to the extent that so far as payment of such interest the same is enforceable under applicable law, on overdue installments of interest and Additional Amounts, at the same rate as the rate of interest specified in the Securities of Overdue Rate applicable to any such Series)Security; and and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee. Until such demand is made by further amounts payable to the Trustee, the Company may pay the principal of its agents and interest on the Securities of any Series counsel pursuant to the Persons entitled thereto, whether or not the principal provisions of and interest on the Securities of such Series are overdueSection 7.6. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be any judicial proceedings relative to the Company or other obligor upon such Securities and Coupons, if any, or to the creditors or property of the Company or other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the The Trustee shall have made any demand pursuant to the provisions of this Section 5.02, shall be entitled and empowered, by intervention either in such proceedings its own name as trustee of an express trust, or otherwise: (a) to file and prove a claim or claims as attorney-in-fact for the whole amount Holders of principal (or, if any of the Securities of such Series are Discount Securities, or in both such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such Seriescapacities, and to file such proof of debt, amendment of proof of debt, claim, petition or other papers or documents document as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders and the Holders of any Coupons appertaining thereto Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings proceedings, relative to the Company or any other obligor upon on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all Securities acts and things for and on behalf of such Series, Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the creditors or property respective claims of the Holders of the Securities against the Company or any other obligor; and (b) to collect and receive any moneys or other obligor on the Securities and/or its property payable or deliverable on allowed in any such claimsproceedings, and to distribute all amounts received with respect to the claims receive payment of the Securityholders and of the Trustee or on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee for the Securities account of such Seriesclaims; provided, andhowever, in the event that such Trustee shall consent to the making of payments directly to the Securityholders, to pay to such Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing nothing herein contained shall be deemed to authorize or empower the Trustee to authorize or consent to or vote for or accept or adopt adopt, on behalf of any Securityholder Holder of Securities, any plan of reorganization, arrangement, adjustment reorganization or composition affecting readjustment of the Company or any other obligor on the Securities or, by other action of any Series character in any such proceeding, to waive or the rights change in any way any right of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in Security, even though it may otherwise be entitled so to do under any present or future law, all such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy power or similar Personauthorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture, Indenture or under any of the Securities of any Series or any Coupon appertaining thereto, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at 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 holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to of which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (a) in case If an Event of Default or a default shall be made in the payment of any installment of interest on any of the with respect to Securities of any Series when such interest shall have become due series occurs and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series when the same shall have become due and payable, whether upon maturity of the Securities of such Series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such Seriesis continuing, the Company will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in the Securities of such Series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee. Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Securities of any Series to the Persons entitled thereto, whether or not the principal of and interest on the Securities of such Series are overdue. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such Series, in its own name and as trustee of an express trust, shall be entitled and empowered to institute pursue any action or available remedy by proceedings at law or in equity for to collect any principal of and interest on the collection Securities of the sums so such series due and unpaid, or to enforce the performance of any provision of the Securities of such series or this Indenture, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, the moneys monies adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable U.S. federal or state or non-U.S. 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 in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or expressed, by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02otherwise, shall be entitled and empowered, by intervention in such proceedings or otherwise, unless prohibited by applicable law and regulations: (ai) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of its negligence or willful misconduct) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor, (ii) to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and (biii) to collect and receive any moneys or other property monies payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of its negligence or any predecessor Trustee pursuant to Section 6.06willful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series series or any Coupon Coupons appertaining thereto to such Securities or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series Notes when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series Notes when the same shall have become due and payable, whether upon maturity of the Securities of such Series Notes or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, Notes the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons Notes, for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in the Securities of such Series)interest; and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series Notes to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are Notes be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Securities the Notes and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Notes, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Notes 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 in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Notes, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such Series, 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 or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Notes, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders Holders and of the Trustee on their behalf; , and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the SecurityholdersHolders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining thereto, Notes may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto Notes or the production thereof at 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 Securities of such Series and Holders of any Coupons Notes in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto Notes in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto Notes parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any Principal of the Securities of any Series when the same shall have become due and payable, whether upon maturity of the Securities of such Series or upon any redemption or by declaration or otherwise, --then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons for principal of Principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in the Securities of such Series)be; and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal Principal of and interest on the Securities of any Series to the Persons entitled theretoHolders, whether or not the principal Principal of and interest on the Securities of such Series are be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal Principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) Principal and interest owing and unpaid in respect of the Securities of such SeriesSecurities, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of' the Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Company Holders of the Securities in any election of a trustee or other obligor; a standby trustee in arrangement, reorganization, liquidation or other, bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee except as a result of negligence or bad faith and all other amounts due to such the Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining thereto, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings5.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series Convertible Debentures when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series Convertible Debentures when the same shall have become due and payable, whether upon maturity of the Securities of such Series Maturity or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesConvertible Debentures, the Company will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, Convertible Debentures the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons Convertible Debentures for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in the Securities of such SeriesConvertible Debentures); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to to, and all expenses and liabilities incurred and all advances with interest made by, the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trusteeexcept as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Securities of any Series Convertible Debentures to the Persons persons entitled thereto, whether or not the principal of and interest on the Securities of such Series Convertible Debentures are overdue. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesConvertible Debentures, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such Securities Convertible Debentures and collect in the manner provided by law out of the property of the Company or other obligor upon such Securities and CouponsConvertible Debentures, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company or any other obligor upon the securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company or other obligor upon such Securities and Coupons, if anyunder the Convertible Debentures, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Securities Convertible Debentures shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings proceeding or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such SeriesConvertible Debentures, 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 to, and all expenses and liabilities incurred and all advances with interest made by, the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement except as a result of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trusteenegligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto Convertible Debentures allowed in any judicial proceedings relative to the Company or other obligor upon all Securities of such SeriesConvertible Debentures, or to the creditors or property of the Company or other such obligor; , and (b) to collect and receive any moneys or other property payable or deliverable deliver able on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders Holders of Convertible Debentures and of the Trustee on their behalf; and any trustee, receiver or receiver, liquidator, custodian or other similar official is hereby authorized by each of the Holders of Convertible Debentures to make payments to the Trustee for the Securities of such SeriesConvertible Debentures, and, in the event that such Trustee shall consent to the making of payments directly to the SecurityholdersHolders of Convertible Debentures, to pay to such Trustee such amounts as shall be sufficient to cover reasonable compensation to to, and all expenses and liabilities incurred and all advances with interest made by, such Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee counsel and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.066.7, except as a result of Trustee's negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder of Convertible Debentures any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series Convertible Debentures or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder of Convertible Debentures in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personproceeding. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoConvertible Debentures, may be enforced by the Trustee for the Securities of such Series Convertible Debentures without the possession of any of the Securities of such Series or any Coupon appertaining thereto Convertible Debentures or the production thereof at any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons Convertible Debentures in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series Convertible Debentures (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto Convertible Debentures in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto Convertible Debentures parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days 60 days, or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or series, and such Coupons Coupons, for principal of or and interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to and such other amount due the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trusteeunder Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, all the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities of any series then Outstanding 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 in case of any other similar judicial proceedings relative to the Company Issuer or other obligor upon the Securities of such Securities and Coupons, if anyseries, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest, if any, (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and and, in the case of any judicial proceedings, 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 amounts payable 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 Trusteeunder Section 6.6) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor; and (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a receiver, assignee, trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings, custodian or other person performing similar functions in respect of any such proceedings; and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official performing similar functions in respect of any such proceedings is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee its costs and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee of collection and all other amounts due to such Trustee or any predecessor Trustee it pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining thereto, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings6.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made occur in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made occur in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, —then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of all of the Securities of such Series and the Holders of any Coupons appertaining thereto, all series affected the whole amount that then shall have become due and payable on all of the Securities of such Series or such Coupons all series affected for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, incurred by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoHolders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property Property of the Company Issuer or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Bankruptcy 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 in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property Property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all the Securities of such Seriesany series, or to the creditors or property Property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders Holders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the SecurityholdersHolders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee except as a result of negligence or bad faith and all other amounts due to such the Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the reasonable expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Each of the Issuer and the Guarantor covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, —then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer or the Guarantor, as the case may be, will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer or the Guarantor shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or the Guarantor or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or the Guarantor or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer, the Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Guarantor or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon all the Securities of such Seriesany series, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series, for principal of or and interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to and such other amount due the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trusteeunder Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, all the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation amounts payable 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 Trusteeunder Section 6.6) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor; and (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a receiver, assignee, trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings, custodian or other person performing similar functions in respect of any such proceedings; and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official performing similar functions in respect of any such proceedings is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee its costs and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee of collection and all other amounts due to such Trustee or any predecessor Trustee it pursuant to Section 6.066.6. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series 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 exceptproceeding, except as aforesaid, to vote for the election of a trustee aforesaid in bankruptcy or similar Personclause (b). All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoseries, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto series or the production thereof at 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 judgment shall be awarded 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 distribution to the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken, after payment of all sums due to the Trustee under Section 6.6 in respect of such Securities. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or willful misconduct. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series shall be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under any applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or such other obligor on the property of the Issuer or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all the Securities of such Seriesany series, or to the creditors or property of the Company Issuer, or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such the Trustee or any predecessor Trustee pursuant to Section 6.065.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to of which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and CouponsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such the Securities and Coupons, if anyof any series, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all the Securities of such Seriesany series, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.06Trustee. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoSecurities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities and Coupons appertaining thereto parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. 1. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of or any Additional Amounts of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series series, and such Coupons, for principal, interest or such Coupons for principal of or interestAdditional Amounts, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoHolders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer, the Guarantor or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer, the Guarantor or other obligor upon such Securities and Couponsthe Securities, wherever situated, situated the moneys adjudged or decreed to be payable. 2. In case there shall be pending proceedings relative to the Issuer, the Guarantor or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property, the Guarantor or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal principal, interest and Additional Amounts (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee and all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. 3. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series series or any Coupon Coupons appertaining theretoto such Securities, may be enforced by the Trustee for the Securities of such Series without the possession of any of the such Securities of such Series or any Coupon appertaining thereto Coupons or the production thereof at 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 Securities of or Coupons appertaining to such Series and Holders of any Coupons Securities in respect of which such action was taken. 4. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and or Coupons appertaining thereto to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and or Coupons appertaining thereto to such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series when the same shall have become due and payable, whether upon maturity of the Securities of such Series or upon any redemption or by declaration or otherwise, otherwise -- then upon demand of by the Trustee for the Securities of such Series, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, the whole amount that then shall have become due and payable on all such Securities of such Series or such Coupons for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as borne by the rate of interest specified in the Securities of such SeriesSecurities); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of its negligence or bad faith, and all other amounts due the Trustee under Section 6.6. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property Property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the property of the Issuer or such other obligor, or in case of any judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such SeriesSecurities, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith, and for all other amounts due the Trustee under Section 6.6) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property Property of the Company Issuer or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligorbankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings; and (bc) to collect and receive any moneys or other property Property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee Trustee, except as a result of negligence or bad faith, and for all other amounts due to such Trustee or any predecessor Trustee pursuant to Section 6.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining thereto, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto or the production thereof at any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedingsSection 6.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of Principal Amount at Maturity, Issue Price, including accrued Original Issue Discount or Redemption Price on the Securities of any Series Notes as and when the same shall have become due and payable, whether at maturity, upon maturity of the Securities of such Series or upon any redemption or redemption, by declaration or otherwiseotherwise -- then, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, Notes the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons for principal of or interest, as the case may be Notes (with interest to the date of such payment upon the overdue principal andamounts, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in yield to maturity on the Securities of such SeriesNotes); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective its agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, made by the Trustee and each predecessor Trustee, except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay make payments in respect of the principal of and interest on the Securities of any Series Notes to the Persons entitled theretoHolders, whether or not the principal of and interest on the Securities of such Series Notes are overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor the Guarantor upon such Securities the Notes and collect in the manner provided by law out of the property of the Company Issuer or other obligor the Guarantor upon such Securities and Couponsthe Notes, wherever situated, situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or the Guarantor upon the Notes 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 the Guarantor or its property, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Guarantor, or to the creditors or property of the Company Issuer or other obligorthe Guarantor, the Trustee, irrespective of whether the principal Principal Amount at Maturity, Issue Price, accrued Original Issue Discount or Redemption Price of any Securities the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Issue Price on the Notes then Outstanding and the Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest accrued thereon owing and unpaid in respect of the Securities of such SeriesNotes, 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 its agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto Noteholders allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Series, the Guarantor or to the creditors or property of the Company Issuer or the Guarantor. (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders Noteholders and of the Trustee on their behalf; and any trustee, receiver or receiver, liquidator, custodian or other similar official is hereby authorized by each of the Holders Noteholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the SecurityholdersNoteholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personperson. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoNotes, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto Notes or the production thereof at on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents its agents, attorneys and attorneyscounsel, shall be for the ratable benefit of the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was takenNotes. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was takenNotes, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto the Notes parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series Notes when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series Notes when the same shall have become due and payable, whether upon maturity of the Securities of such Series Notes or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, Notes the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons Notes for principal of or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest specified in the Securities of such SeriesNotes); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor TrusteeTrustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series Notes to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are Notes be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such Securities the Notes and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Notes, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer, the Guarantor or any other obligor upon the Notes 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, the Guarantor or their property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer, the Guarantor or other obligor upon such Securities and Coupons, if anythe Notes, or to the creditors or property of the Company Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of any Securities the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of such Series are Discount Securities, such portion of the principal amount as may be due and payable with respect to the Securities of such Series pursuant to a declaration in accordance with Section 5.01) and interest owing and unpaid in respect of the Securities of such SeriesNotes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Notes, or to the creditors or property of the Company Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other obligor; bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and (bc) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders Holders and of the Trustee on their behalf; , and any trustee, receiver receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the SecurityholdersHolders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such the Trustee and each predecessor Trustee and all other amounts due to such Trustee except as a result of negligence or any predecessor Trustee pursuant to Section 6.06bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining theretoNotes, may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto Notes or the production thereof at 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 Securities of such Series and Holders of any Coupons Notes in respect of which such action was taken. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), ) the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto Notes in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto the Notes parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any Series series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days 60 days, or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any Series series when the same shall have become due and payable, whether upon maturity of the Securities of such Series series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee for the Securities of such SeriesTrustee, the Company Issuer will pay to the Trustee for the Securities of such Series, for the benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining thereto, series the whole amount that then shall have become due and payable on all Securities of such Series or such Coupons series, for principal of or and interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Seriesseries); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to and such other amount due the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trusteeunder Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, the Company Issuer may pay the principal of and interest on the Securities of any Series series to the Persons entitled theretoregistered Holders, whether or not the principal of and interest on the Securities of such Series are series be overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee for the Securities of such SeriesTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such Securities and Couponsthe Securities, wherever situated, all the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon such Securities and Coupons, if anythe Securities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of such Series any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to specified in the Securities terms of such Series pursuant to a declaration in accordance with Section 5.01series) and interest owing and unpaid in respect of the Securities of such Seriesany series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation amounts payable 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 Trusteeunder Section 6.6) and of the Securityholders and the Holders of any Coupons appertaining thereto allowed in any judicial proceedings relative to the Company Issuer or other obligor upon all Securities of such Seriesthe Securities, or to the creditors or property of the Company Issuer or such other obligor; and (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a receiver, assignee, trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings, custodian or other Person performing similar functions in respect of any such proceedings; and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver receiver, or liquidator, custodian or other similar official performing similar functions in respect of any such proceedings is hereby authorized by each of the Holders Securityholders to make payments to the Trustee for the Securities of such SeriesTrustee, and, in the event that such the Trustee shall consent to the making of payments directly to the Securityholders, to pay to such the Trustee such amounts as shall be sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee its costs and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by such Trustee and each predecessor Trustee of collection and all other amounts due to such Trustee or any predecessor Trustee it pursuant to Section 6.066.6. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any Series 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 exceptproceeding, except as aforesaid, to vote for the election of a trustee aforesaid in bankruptcy or similar Personclause (b). All rights of action and of asserting claims under this Indenture, or under any of the Securities of any Series or any Coupon appertaining thereto, series may be enforced by the Trustee for the Securities of such Series without the possession of any of the Securities of such Series or any Coupon appertaining thereto series or the production thereof at 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 judgment shall be awarded 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 distribution to the Holders of the Securities of such Series and Holders of any Coupons in respect of which such action was taken, after payment of all sums due to the Trustee under Section 6.6 in respect of such Securities. In any proceedings brought by the Trustee for the Securities of any Series (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of such Series and Coupons appertaining thereto in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any such proceedings.