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: (1) in case default shall be made in the payment of any installment of interest or Additional Amounts on any of the Notes, as and when the same shall become due and payable, and such default shall have continued for a period of five Business Days, and (2) in case default shall be made in the payment of the principal of or premium, if any, on any of the Notes when and as the same shall have become due and payable, whether upon maturity of the Notes or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of such Notes, the whole amount that then shall have become due and payable on such Notes for principal and premium, if any, interest and Additional Amounts with interest upon the overdue principal and premium, if any, of each such Note and (to the extent legally enforceable under applicable law) upon any installments of interest and Additional Amounts, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder. In addition to the rights and powers set forth in Section 317(a) of the Trust Indenture Act, the Trustee shall be entitled to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of the Notes allowed in any judicial proceeding relative to the Company, any Guarantor or other obligor upon the Notes, its creditors, or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to the date of such distribution. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that: (1) in case default shall be made in the payment of any installment of interest or Additional Amounts on any of the Notes, as and when the same shall become due and payable, and such default shall have continued for a period of five Business Days30 days, andor (2) in case default shall be made in the payment of the principal of or premium, if any, on any of the Notes when and as the same shall have become due and payable, whether upon maturity of the Notes or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of such Notes, the whole amount that then shall have become due and payable on such Notes for principal and premium, if any, interest and Additional Amounts with interest upon the overdue principal and premium, if any, of each such Note and (to the extent legally enforceable under applicable law) upon any installments of interest and Additional Amounts, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder. In addition to the rights and powers set forth in Section 317(a) of the Trust Indenture Act, the Trustee shall be entitled to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of the Notes allowed in any judicial proceeding relative to the Company, any the Guarantor or other obligor upon the Notes, its creditors, or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to the date of such distribution. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (a) The Company covenants that: that if an Event of Default described in clause (1a)(1) in case default shall be made in the payment or (a)(2) of any installment of interest or Additional Amounts on any of the Notes, as and when the same shall become due and payable, and such default Section 8.01 hereof shall have continued for a period of five Business Days, and (2) in case default shall occurred and be made in the payment of the principal of or premium, if any, on any of the Notes when and as the same shall have become due and payable, whether upon maturity of the Notes or upon redemption or upon declaration or otherwisecontinuing, then, upon demand of the Trustee, the Company will shall pay to the Trustee, for the benefit of the Holders of such the Notes, the whole amount that then shall have so become due and payable on all such Notes for principal and premiumor interest, if anyas the case may be, interest and Additional Amounts with interest upon the overdue principal and premium, if any, of each such Note any premium and (to the extent legally that payment of such interest is enforceable under applicable law) upon any the overdue installments of interest and Additional Amounts, at the rate borne by the Notes; 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, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunderhereunder other than through its negligence or bad faith. In addition Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Notes to the rights Holders, whether or not the Notes be overdue. (b) In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and powers set forth as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in Section 317(a) equity for the collection of the Trust Indenture Actsums so due and unpaid, including, prior to the Release Date, to exercise any rights to that end it may have as a holder of Senior Note First Mortgage Bonds, and may enforce any such judgment or final decree against the Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Company or any other obligor on such series of 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, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (1) to file and prove a claim or claims for the whole amount of the principal and interest owing and unpaid in respect of the Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including, prior to the Release Date, any claims of the Trustee as holder of Senior Note First Mortgage Bonds and including any amounts due to the Trustee under Section 9.06 hereof) and of the Holders of the Notes Noteholders allowed in any judicial proceeding proceedings relative to the Company, any Guarantor Company or such other obligor upon the Notes, its creditorsobligor, or its property, and to the creditors or property of the Company or such other obligor; and (2) 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 same after claims of the deduction Noteholders and of its charges and expensesthe Trustee on their behalf; and any trustee, receiver, assignee liquidator, custodian or trustee in bankruptcy or reorganization other similar official is hereby authorized by each of the Holders Noteholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such the payments directly to the HoldersNoteholders, to pay to Trustee such amounts due pursuant to Section 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 amount due it Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes 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 in any such proceeding except to vote for compensation the election of a trustee in bankruptcy or similar person. (e) All rights of action and of asserting claims under this Indenture, or under any of the Notes may be prosecuted and enforced by the Trustee without the possession of any of the 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, including counsel fees incurred disbursements and compensation of the Trustee and its agents, attorneys and counsel, shall be for the ratable benefit of the Holders of the Notes in respect of which such action was taken. (f) In any proceedings brought by it up the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the date of such distribution. If an Event of Default occurs and is continuingTrustee shall be a party), the Trustee may in its discretion proceed shall be held to protect and enforce its rights and represent all the rights Holders of the Notes in respect to which action was taken, and it shall not be necessary to make any Holders by of such appropriate judicial proceedings as the Trustee shall deem most effectual Notes parties 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 remedyproceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that: (1) that in case default shall be made in the payment of all or any installment of interest or Additional Amounts on any part of the Notes, as and CVRs when the same shall become due and payable, and such default shall have continued for a period of five Business Days, and (2) in case default shall be made in the payment of the principal of or premium, if any, on any of the Notes when and as the same shall have become due and payable, whether upon maturity of at the Notes or upon redemption or upon declaration Maturity Date, the Disposition Payment Date, the Default Payment Date or otherwise, then, then upon demand of the Trustee, the Company will pay to the Trustee, Trustee for the benefit of the Holders of such Notes, the CVRs the whole amount amount, in Cash, that then shall have become due and payable on such Notes for principal and premium, if any, interest and Additional Amounts all CVRs (with interest from the date due and payable to the date of such payment upon the overdue principal and premium, if any, of each such Note and (to the extent legally enforceable under applicable law) upon any installments of interest and Additional Amounts, amount at the rate borne by the NotesDefault Interest Rate); 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, its their respective agents, attorneys and counsel, and any expenses or and liabilities incurred incurred, and all advances made, by the Trustee hereunderand each predecessor Trustee except as a result of its negligence or bad faith. In addition case the Company shall fail forthwith to the rights and powers set forth in Section 317(a) of the Trust Indenture Actpay such amounts upon such demand, the Trustee Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to file such other papers institute any action or documents as may be necessary proceedings at law or advisable in order to have equity for the claims collection of the Trustee sums so due and of 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 Holders of the Notes allowed in any judicial proceeding relative to the Company, any Guarantor Company or other obligor upon such CVRs and collect in the Notesmanner provided by law out of the property of the Company or other obligor upon such CVRs, its creditorswherever 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 CVRs under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any in case a receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Holders Company or its property or such other obligor, or in case of any other judicial proceedings relative to make the Company or other obligor upon the CVRs, or to the creditors or property of the Company or such payments to other obligor, the Trustee, and, in irrespective of whether the event that principal of any CVRs shall then be due and payable as therein expressed or otherwise and irrespective of whether the Trustee shall consent have made any demand pursuant to the making provisions of this Section, shall be entitled and empowered, by intervention in such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to the date of such distribution. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce 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.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that: that (1a) in case default shall be made in the payment of any installment of interest or Additional Amounts on any of the Notes, as and Notes when the same such interest shall have become due and payable, and such default shall have continued for a period of five Business Days60 days, and or (2b) 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 Notes when and as the same shall have become due and payable, whether upon maturity of the Notes or upon any redemption or upon by declaration or otherwise, then, then upon demand of the Trustee, the Company will pay to the Trustee, Trustee for the benefit of the Holders of such Notes, the Notes the whole amount that then shall have become due and payable on such all Notes for principal and premiuminterest, if any, interest and Additional Amounts as the case may be (with interest to the date of such payment upon the overdue principal and premiumand, if any, of each such Note and (to the extent legally that payment of such interest is enforceable under applicable law) upon any , on overdue installments of interest and Additional Amounts, at the same rate borne by as the rate of interest specified in the Notes); and, 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 under Section 7.07 in respect of Notes. Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Notes to the registered Holders, whether or not the Notes be overdue. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its agentsown name as trustee of an express trust, attorneys shall be entitled and counselempowered 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 expenses such action or liabilities incurred proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Notes and collect in the manner provided by law out of the Trustee hereunderproperty of the Company or other obligor upon the Notes, wherever situated, all the moneys adjudged or decreed to be payable. In addition case there shall be pending proceedings relative to the rights and powers set forth in Section 317(a) Company or any other obligor upon the Notes then outstanding under Title 11 of the Trust Indenture ActUnited 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 similar judicial proceedings relative to the Company or other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest, if any, owing and unpaid in respect of the Notes, 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 amounts payable to the Trustee under Section 7.07) and of the Holders of the Notes Noteholders allowed in any judicial proceeding proceedings relative to the Company, any Guarantor Company or other obligor upon the Notes, its creditorsor to the creditors or property of the Company or such other obligor; and (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Notes in any election of a receiver, assignee, trustee or its propertya standby trustee in arrangement, and 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 same after claims of the deduction Noteholders and of its charges and expensesthe Trustee on their behalf; and any trustee, receiver, assignee or trustee liquidator, custodian or other similar official performing similar functions in bankruptcy or reorganization respect of any such proceedings is hereby authorized by each of the Holders Noteholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Trustee any amount its costs and expenses of collection and all other amounts due to it for compensation and expenses, including counsel fees incurred by it up pursuant to the date of such distributionSection 7.07. If an Event of Default occurs and is continuing, Nothing herein contained shall be deemed to authorize the Trustee may in its discretion proceed to protect and enforce its rights and authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Holders Trustee to vote in respect of the claim of any Noteholder in any such proceeding, except as aforesaid in clause (b). All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such appropriate judicial action or proceedings as instituted by the Trustee shall deem most effectual be brought in its own name as trustee of an express trust, and any recovery of judgment shall be awarded to protect the Trustee for ratable distribution to the Holders of the Notes in respect of which such action was taken, after payment of all sums due to the Trustee under Section 7.07 in respect of such Notes. In any proceedings brought by the Trustee (and enforce such rights, whether for also any proceedings involving the specific enforcement interpretation of any covenant or agreement in provision of this Indenture or in aid to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the exercise Notes in respect to which such action was taken, and it shall not be necessary to make any Holders of such Notes parties to any power granted herein, or to enforce any other proper remedysuch proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (a) The Company covenants that: that if an Event of Default described in clause (1a)(1) in case default shall be made in the payment of any installment of interest or Additional Amounts on any of the Notes, as and when the same shall become due and payable, and such default shall have continued for a period of five Business Days, and (a) (2) in case default shall be made in the payment of the principal of or premium, if any, on any of the Notes when and as the same Section 8.01 shall have become due occurred and payable, whether upon maturity of the Notes or upon redemption or upon declaration or otherwisebe continuing, then, upon demand of the Trustee, the Company will shall pay to the Trustee, for the benefit of the Holders of such the Notes, the whole amount that then shall have so become due and payable on all such Notes for principal and premiumor interest, if anyas the case may be, interest and Additional Amounts with interest upon the overdue principal and premium, if any, of each such Note any premium and (to the extent legally that payment of such interest is enforceable under applicable law) upon any the overdue installments of interest and Additional Amounts, at the rate borne by the Notes; 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, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunderhereunder other than through its negligence or bad faith. In addition Until such demand is made by the Trustee, the Company may pay the principal of and interest on the Notes to the rights Holders, whether or not the Notes be overdue. (b) In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and powers set forth as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in Section 317(a) equity for the collection of the Trust Indenture Actsums so due and unpaid, including, prior to the Release Date, to exercise any rights to that end it may have as a holder of Senior Note First Mortgage Bonds, and may enforce any such judgment or final decree against the Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Company or any other obligor on such series of 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, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (1) to file and prove a claim or claims for the whole amount of the principal and interest owing and unpaid in respect of the Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including, prior to the Release Date, any claims of the Trustee as holder of Senior Note First Mortgage Bonds and including any amounts due to the Trustee under Section 9.06 hereof) and of the Holders of the Notes Noteholders allowed in any judicial proceeding proceedings relative to the Company, any Guarantor Company or such other obligor upon the Notes, its creditorsobligor, or its property, and to the creditors or property of the Company or such other obligor; and (2) 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 same after claims of the deduction Noteholders and of its charges and expensesthe Trustee on their behalf; and any trustee, receiver, assignee liquidator, custodian or trustee in bankruptcy or reorganization other similar official is hereby authorized by each of the Holders Noteholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such the payments directly to the HoldersNoteholders, to pay to the Trustee any amount such amounts due it for compensation and expenses, including counsel fees incurred by it up pursuant to the date of such distribution. If an Event of Default occurs and is continuing, Section 9.06 hereof. (d) Nothing herein contained shall be deemed to authorize the Trustee may in its discretion proceed to protect and enforce its rights and authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes of any series or the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce 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 hereinHolder thereof, or to enforce authorize the Trustee to vote in respect of the claim of any other proper remedyHolder in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that: that (1a) in case default there shall be made a default in the payment of any installment of interest or (including Additional Amounts Amounts) on any of the Notes, as and Notes when the same such interest (including Additional Amounts) shall have become due and payable, payable and such default shall have continued for a period of five Business Days, and 30 days or (2b) in case default there shall be made a default in the payment of all or any part of the principal (including Additional Amounts) of or premium, if any, on any of the Notes when and as the same shall have become due and payable, whether upon maturity of the such Notes or upon any redemption or upon by declaration or otherwise, then, then upon demand of by the Trustee, the Company Issuer will pay to the Trustee, Trustee for the benefit of the Holders of such Notes, Notes the whole amount that then shall have become due and payable on such Notes for principal and premiumprincipal, if anypremium or interest (including Additional Amounts), interest and Additional Amounts as the case may be (with interest to the date of such payment upon the overdue principal and premiumand, if any, of each such Note and (to the extent legally that payment of such interest is enforceable under applicable law) upon any , on overdue installments of interest and Additional Amounts, at the rate borne by the or rates of interest specified in such Notes); 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, its their respective agents, attorneys and counsel, and any expenses or and liabilities incurred incurred, and all advances made, by the Trustee hereunderand each predecessor Trustee, as provided in Section 5.6., except as a result of its negligence or bad faith. In addition case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as Trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. All rights of action and of asserting claims under this Indenture or under any of the Notes may be enforced by the Trustee without the possession of any of the Notes or the production thereof 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 rights and powers set forth in Section 317(a) payment of the Trust expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture Actto which the Trustee shall be a party), the Trustee shall be entitled held to represent all the Holders of the Notes in respect to which such action was taken, and it shall not be necessary to make any Holders of such Notes parties to any such proceedings. The Trustee may 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 and of the Holders of the Notes allowed in any judicial proceeding proceedings relative to the Company, any Guarantor or other obligor upon the NotesIssuer, its creditors, creditors or its property, property and to may collect and receive any moneys money or other property payable or deliverable on any such claims, claims and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders same. Nothing herein contained shall be deemed to make such payments to the Trustee, and, in the event that authorize the Trustee shall to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to the date of such distribution. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and Notes or the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce 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 hereinHolder thereof, or to enforce authorize the Trustee to vote in respect of the claim of any other proper remedyHolder in any such proceeding.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that: that (1a) in case default shall be made in the payment of any installment of interest or Additional Amounts on any of the Notes, as and Notes when the same such interest shall have become due and payable, and such default shall have continued for a period of five Business Days60 days, and or (2b) 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 Notes when and as the same shall have become due and payable, whether upon maturity of the Notes or upon any redemption or upon by declaration or otherwise, then, then upon demand of the Trustee, the Company will pay to the Trustee, Trustee for the benefit of the Holders of such Notes, the Notes the whole amount that then shall have become due and payable on such all Notes for principal and premiuminterest, if any, interest and Additional Amounts as the case may be (with interest to the date of such payment upon the overdue principal and premiumand, if any, of each such Note and (to the extent legally that payment of such interest is enforceable under applicable law) upon any , on overdue installments of interest and Additional Amounts, at the same rate borne by as the rate of interest specified in the Notes); and, 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 under Section 7.07 in respect of Notes. Until such demand is made by the Trustee, its agentsthe Company may pay the principal of and interest on the Notes to the registered Holders, attorneys and counsel, and any expenses whether or liabilities incurred by not the Trustee hereunderNotes be overdue. In addition case the Company shall fail forthwith to the rights and powers set forth in Section 317(a) of the Trust Indenture Actpay such amounts upon such demand, the Trustee Trustee, in its own name as trustee of an express trust, shall be entitled and empowered to file such other papers institute any action or documents as may be necessary proceedings at law or advisable in order to have equity for the claims collection of the Trustee 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 the Notes and collect in the manner provided by law out of the Holders property of the Notes allowed in any judicial proceeding relative to the Company, any Guarantor Company or other obligor upon the Notes, its creditorswherever situated, all the moneys adjudged or its property, and decreed to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to the date of such distribution. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedybe payable.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that: lead-in to, and the first subparagraph (1a) of, the fourth paragraph of Section 4.02 of the Base Indenture are hereby amended as follows: "In case there shall be pending proceedings relative to the Issuer or the Guarantor under any bankruptcy, insolvency or other similar law, or in case default a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall be made have been appointed for or taken possession of the Issuer or the Guarantor or its property, or in the payment case of any installment of interest other comparable judicial proceedings relative to the Issuer or Additional Amounts on any the Guarantor, or to the creditors or property of the NotesIssuer or the Guarantor, as and when the same shall become due and payableTrustee, and such default shall have continued for a period irrespective of five Business Days, and (2) in case default shall be made in the payment of whether the principal of or premium, if any, on any of the Subordinated Notes when and as the same shall have become then be due and payable, whether upon maturity of the Subordinated Notes or upon any redemption or upon declaration or otherwise, thenand, upon irrespective of whether the Trustee shall have made any demand of the Trustee, the Company will pay pursuant to the Trusteeprovisions of this Section 4.02, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the benefit of the Holders of such Notes, the whole amount that then shall have become due and payable on such Notes for of principal and premium, if any, interest owing and Additional Amounts with interest upon unpaid in respect of the overdue principal and premium, if any, of each such Note and (to the extent legally enforceable under applicable law) upon any installments of interest and Additional Amounts, at the rate borne by the Subordinated Notes; 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, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder. In addition to the rights and powers set forth in Section 317(a) of the Trust Indenture Act, the Trustee shall be entitled 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 Holders of the Notes Noteholders allowed in any judicial proceeding proceedings relative to the Company, any Guarantor Issuer or other obligor upon the Notes, its creditors, or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to the date of such distribution. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce 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 hereinGuarantor, or to enforce any other proper remedy.the creditors or property of the Issuer or the Guarantor;"

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that: that (1a) in case default shall be made in the payment of any installment of interest or Additional Amounts on any of the Notes, as and Notes of any series when the same such interest shall have become due and payable, and such default shall have continued for a period of five Business Days, and 30 days or (2b) 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 Notes of any series when and as the same shall have become due and payable, whether upon maturity of the Notes of such series or upon redemption any redemption, repurchase or upon by declaration or otherwise, then, then upon demand of the Trustee, the Company or any Guarantor will pay to the Trustee, Trustee for the benefit of the Holders of the Notes of such Notes, series the whole amount that then shall have become due and payable on all Notes of such Notes series for principal and premiumor interest, if any, interest and Additional Amounts as the case may be (with interest to the date of such payment upon the overdue principal and premiumand, if any, of each such Note and (to the extent legally that payment of such interest is enforceable under applicable law) upon any , on overdue installments of interest and Additional Amounts, at the same rate borne by as the Notesrate of interest specified in the Notes of such series); 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, its their respective agents, attorneys and counsel, and any reasonable expenses or and liabilities incurred incurred, and all advances made, by the Trustee hereunderand each predecessor Trustee 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 Notes of any series to the Holders, whether or not the principal of and interest on the Notes of such series be overdue. In addition case the Company or the Guarantors shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Notes and collect in the manner provided by law out of the property of the Company or other obligor upon the Notes, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the rights and powers set forth in Section 317(a) Company or any other obligor upon the Notes under Title 11 of the Trust Indenture ActUnited 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 the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (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 Noteholders allowed in any judicial proceedings relative to the Company or other obligor upon the Notes 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 of the Notes allowed of any series in any judicial proceeding relative to the Companyelection of a trustee or a standby trustee in arrangement, any Guarantor reorganization, liquidation or other obligor upon the Notesbankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, its creditors, or its property, and 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 same after claims of the deduction Noteholders and of its charges and expensesthe Trustee on their behalf; and any trustee, receiver, assignee or trustee in bankruptcy liquidator, custodian or reorganization other similar official is hereby authorized by each of the Holders Noteholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Trustee any amount due it for such amounts as shall be sufficient to cover reasonable compensation and expenses, including counsel fees incurred by it up to the date of such distribution. If an Event of Default occurs Trustee, each predecessor Trustee and is continuingtheir respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee may in its discretion proceed and each predecessor Trustee except as a result of gross negligence or bad faith. Nothing herein contained shall be deemed to protect and enforce its rights and authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes of any series or the rights of any Holder thereof, or to authorize the Holders Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Notes of any series, may be enforced by the Trustee without the possession of any of the Notes of such appropriate judicial series appertaining to such Notes or the production thereof at any trial or other proceedings as relative thereto, and any such action or proceedings instituted by the Trustee shall deem most effectual be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to protect the payment of the expenses, disbursements and enforce such rightscompensation of the Trustee, whether each predecessor Trustee and their respective agents and attorneys, shall be for the specific enforcement ratable benefit of the Holders of such Notes in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any covenant or agreement in provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes or in aid respect of the exercise which such action was taken, and it shall not be necessary to make any Holders of such Notes parties to any power granted herein, or to enforce any other proper remedysuch proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that: that (1a) in case default there shall be made a default in the payment of any installment of interest or (including Additional Amounts Amounts, if any) on any of the NotesNotes when such interest (including Additional Amounts, as and when the same if any) shall have become due and payable, and such default shall have continued for a period of five Business Days, and 45 days or (2b) in case default there shall be made a default in the payment of all or any part of the principal of or premium(including Additional Amounts, if any, on ) of any of the Notes when and as the same shall have become due and payable, whether upon maturity of the such Notes or upon any redemption or upon by declaration or otherwise, then, then upon demand of by the Trustee, the Company will pay to the Trustee, Trustee for the benefit of the Holders of such Notes, Notes the whole amount that then shall have become due and payable on such Notes for principal and premiumprincipal, premium or interest (including Additional Amounts, if any), interest and Additional Amounts as the case may be (with interest to the date of such payment upon the overdue principal and premiumand, if any, of each such Note and (to the extent legally that payment of such interest is enforceable under applicable law) upon any , on overdue installments of interest and Additional Amounts, at the rate borne by the or rates of interest specified in such Notes); 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, its their respective agents, attorneys and counsel, and any expenses or and liabilities incurred incurred, and all advances made, by the Trustee hereunderand each predecessor Trustee, as provided in Section 5.6, except as a result of its negligence or bad faith. In addition case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as Trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such Notes and collect in the manner provided by law out of the property of the Company or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. All rights of action and of asserting claims under this Indenture or under any of the Notes may be enforced by the Trustee without the possession of any of the Notes or the production thereof 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 rights and powers set forth in Section 317(a) payment of the Trust expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture Actto which the Trustee shall be a party), the Trustee shall be entitled held to represent all the Holders of the Notes in respect to which such action was taken, and it shall not be necessary to make any Holders of such Notes parties to any such proceedings. The Trustee may 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 and of the Holders of the Notes allowed in any judicial proceeding proceedings relative to the Company, any Guarantor or other obligor upon the Notes, its creditors, creditors or its property, property and to may collect and receive any moneys money or other property payable or deliverable on any such claims, claims and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders same. Nothing herein contained shall be deemed to make such payments to the Trustee, and, in the event that authorize the Trustee shall to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to the date of such distribution. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and Notes or the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce 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 hereinHolder thereof, or to enforce authorize the Trustee to vote in respect of the claim of any other proper remedyHolder in any such proceeding.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that: that (1a) in case default shall be made in the payment of any installment of interest or Additional Amounts on any of the Notes, as and Notes when the same such interest shall have become due and payable, and such default shall have continued for a period of five Business Days, and 30 days or (2b) in case default shall be made in the payment of all or any part of the principal of of, or premium, if any, on on, any of the Notes when and as the same shall have become due and payable, whether upon maturity of the Notes or upon any redemption or upon by declaration or acceleration or otherwise, then, then upon demand of the Trustee, the Company will shall pay to the Trustee, Trustee for the benefit of the Holders of such Notes, the Notes the whole amount that then shall have become due and payable on all such Notes for principal of principal, premium and premiuminterest, if any, interest and Additional Amounts as the case may be (with interest to the date of such payment upon the overdue principal and premiumor premium and, if any, of each such Note and (to the extent legally that payment of such interest is enforceable under applicable law) upon any , on overdue installments of interest and Additional Amounts, at the rate borne by of interest specified in the Notes; 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, its their respective agents, attorneys and counsel, and any reasonable expenses or and liabilities incurred incurred, and all reasonable advances made, by the Trustee hereunderand each predecessor Trustee, except as a result of its gross negligence or bad faith. Until such demand is made by the Trustee, the Company may pay the principal of and premium and interest on the Notes to the registered Holders, whether or not the Notes are overdue. In addition case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceeding 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 the Notes and collect in the manner provided by law out of the property of the Company or other obligor upon the Notes, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the rights and powers set forth in Section 317(a) Company or any other obligor upon the Notes under Title 11 of the Trust Indenture ActUnited 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, custodian, 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 the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective or whether the Trustee shall have made any demand pursuant to the provisions of this SECTION 4.2, 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, premium and interest owing and unpaid in respect of the Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all reasonable advances made, by the Trustee and each predecessor Trustee, except as a result of gross negligence or bad faith) and of the Holders of the Notes Noteholders, allowed in any judicial proceeding proceedings relative to the Company, any Guarantor Company or other obligor upon the Notes, its creditorsor 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 of the Notes in any election of a trustee or its propertya standby trustee in arrangement, and reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable 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 same after claims of the deduction Noteholders and of its charges and expensesthe Trustee on their behalf; and any trustee, receiver, assignee or trustee in bankruptcy liquidator, custodian or reorganization other similar official is hereby authorized by each of the Holders Noteholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all reasonable advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any amount due it Noteholders any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for compensation the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof at any trial or other proceeding relative thereto, and any such action or 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, including counsel fees 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 of the Notes. In any proceedings brought by it up the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the date of such distribution. If an Event of Default occurs and is continuingTrustee shall be a party), the Trustee may in its discretion proceed shall be held to protect and enforce its rights and represent all the rights Holders of the Notes, and it shall not be necessary to make any Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of Notes parties to any power granted herein, or to enforce any other proper remedysuch proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that: that (1) in case default shall be made in the payment of any installment of interest or Additional Amounts on any of the NotesSecurities of any Series, as and when the same shall become due and payable, and such default shall have continued for a period of five Business Days90 days, and or (2) in case default shall be made in the payment of the principal of (or premium, if any, on on) any of the Notes Securities of any Series when and as the same shall have become due and payable, whether upon maturity of the Notes or upon redemption or upon declaration or otherwise, otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of the Securities of such NotesSeries, the whole amount that then shall have become due and payable on all Securities of such Notes Series for principal (and premium, if any) and interest, interest and Additional Amounts with interest upon the any overdue principal (and premium, if any, of each such Note ) and (to the extent legally that payment of such interest is enforceable under applicable law) upon any overdue installments of interest and Additional Amounts, at the same rate borne by as the Notes; rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such Series, and, in addition thereto, such further amount as shall be 73 -66- sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, its agents, attorneys agents and counsel, and any all other expenses or and liabilities incurred incurred, and all advances made, by the Trustee hereunderexcept as a result of its negligence or bad faith. In addition case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or 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 wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the rights and powers set forth in Section 317(a) Company or any other obligor upon the Securities under Title 11 of the Trust Indenture ActUnited 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 judicial proceedings relative to the Company or other obligor upon the Securities of any Series, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and 74 -67- 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 6.02, 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 any Series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such Series), premium, if any, and interest owing and unpaid in respect of the Securities of any Series and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee, its agents and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Company or other obligor upon the Securities of any Series, 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 of the Notes allowed Securities of any Series in any judicial proceeding relative to the Companyelection of a trustee or a standby trustee in arrangement, any Guarantor reorganization, liquidation or other obligor upon the Notes, its creditors, bankruptcy or its propertyinsolvency proceedings or person performing similar functions in comparable proceedings, and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, claims and to distribute all amounts received with respect to the same after claims of the deduction Securityholders and of its charges and expenses; the Trustee on their behalf and any 75 -68- receiver, assignee assignee, liquidator, custodian, trustee or trustee in bankruptcy or reorganization other similar official is hereby authorized by each of the Holders Securityholders to make such payments to the Trustee, Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the HoldersSecurityholders, to pay the Trustee such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its 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 amount due it 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 compensation the election of a trustee in bankruptcy or similar person. All rights of action and expensesto assert claims under this Indenture, including counsel fees incurred or under any of the Securities of any Series or coupons, if any, appertaining thereto, may be enforced by it up to the date Trustee without the possession of any of the Securities of such distributionSeries or of any coupons appertaining thereto or the production thereof 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 shall be for the ratable benefit of the 76 -69- holders of the Securities or coupons appertaining to such Securities in respect of which such action was taken. If an Event In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of Default occurs 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 or coupons appertaining to such Securities in respect to which such action was taken, and is continuing, it shall not be necessary to make any holders of such Securities or coupons parties to any such proceedings. In the case of a default hereunder the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture Indenture, or in aid of the exercise of any power granted hereinin this Indenture, or to otherwise, and the Trustee may enforce any other proper remedylegal or equitable right vested in the Trustee by this Indenture or by law.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (a) The Company covenants that: that if an Event of Default described in clause (1a)(1) in case default shall be made in the payment or (a)(2) of any installment of interest or Additional Amounts on any of the Notes, as and when the same shall become due and payable, and such default Section 8.01 hereof shall have continued for a period of five Business Days, and (2) in case default shall occurred and be made in the payment of the principal of or premium, if any, on any of the Notes when and as the same shall have become due and payable, whether upon maturity of the Notes or upon redemption or upon declaration or otherwisecontinuing, then, upon demand of the Trustee, the Company will shall pay to the Trustee, for the benefit of the Holders of such Notesthe Notes of the series with respect to which Event of Default shall have occurred and is continuing, the whole amount that then shall have so become due and payable on all such Notes for principal and premiumor interest, if anyas the case may be, interest and Additional Amounts with interest upon the overdue principal and premium, if any, of each such Note any premium and (to the extent legally that payment of such interest is enforceable under applicable law) upon any the overdue installments of interest and Additional Amounts, at the rate borne by the such Notes; 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, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunderhereunder other than through its negligence or bad faith. In addition Until such demand is made by the Trustee, the Company may pay the principal of and interest on such Notes to the rights and powers set forth in Section 317(aHolders, whether or not such Notes be overdue. (b) of In case the Trust Indenture ActCompany shall fail forthwith to pay such amounts upon such demand, the Trustee Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to file such other papers institute any actions or documents as may be necessary proceedings at law or advisable in order to have equity for the claims collection of the Trustee sums so due and unpaid, and may enforce any such judgment or final decree against the Company or any other obligor on such Notes and collect in the manner provided by law out of the Holders property of the Company or any other obligor on such Notes allowed in any judicial proceeding wherever situated, the moneys adjudged or decreed to be payable. (c) In case there shall be pending proceedings relative to the Company, Company or any Guarantor or other obligor upon the NotesNotes under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, its creditorsinsolvency or other similar law, or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any in case a receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Holders Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to make the Company or such payments other obligor, or to the creditors or property of the Company or such other obligor, the Trustee, and, in irrespective of whether the event that principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall consent have made any demand pursuant to the making provisions of this Section, shall be entitled and empowered, by intervention in such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses, including counsel fees incurred by it up to the date of such distribution. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce 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.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (a) The Company Issuer covenants that: that (1) in case default shall be made in the payment of any installment of interest or Additional Amounts on any of the Notes, as and when the same shall become due and payableNotes of a series, and such default shall have continued for a period of five Business Days30 days, and or (2) in case default shall be made in the payment of the principal of (or premium, if any, on on) any of the Notes of a series when and as the same shall have become due and payable, whether upon maturity at the Stated Maturity of the principal of the Notes of a series or upon redemption or upon declaration or otherwise, as and when the same shall have become due and payable, then, upon demand of the Trustee, the Company Issuer will pay to the Trustee, for the benefit of the Holders holders of such Notesthe Notes of that series, the whole amount that then shall have become due and payable on all such Notes for principal (and premium, if any) or interest, interest and Additional Amounts or both, as the case may be, with interest upon the overdue principal (and premium, if any, of each such Note ) and (to the extent legally that payment of such interest is enforceable under applicable law) upon any overdue installments of interest and Additional Amounts, at the rate borne by per annum expressed in the NotesNotes of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation and the amount payable to the Trustee under Section 7.06. (b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its agentsown name and as trustee of an express trust, attorneys shall be entitled and counselempowered 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 expenses such action or liabilities incurred proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon the Notes of that series and collect in the manner provided by the Trustee hereunder. In addition to the rights and powers set forth in Section 317(a) law out of the Trust Indenture Actproperty of the Issuer or other obligor upon the Notes of that series wherever situated the moneys adjudged or decreed to be payable. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or other judicial proceedings affecting the Issuer, or any other obligor on such Notes, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers or and documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders holders of Notes of such series allowed for the Notes allowed in any judicial proceeding relative to entire amount due and payable by the Company, any Guarantor Issuer or such other obligor upon the Notes, its creditors, or its propertyunder this Indenture, and to collect and receive any moneys or other property payable or deliverable on any such claimsclaim, and to distribute the same after the deduction of its charges and expensesthe amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders holders of Notes of that series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Holderssuch Noteholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Notes of that series, may be enforced by the Trustee without the possession of any of such Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for compensation and expenses, including counsel fees incurred by it up payment to the date Trustee of such distributionany amounts due under Section 7.06, be for the ratable benefit of the holders of the Notes of that series. If In case of an Event of Default occurs and is continuinghereunder, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law, in equity, in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedylegal or equitable right vested in the Trustee by this Indenture or by law. Nothing herein contained shall be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that: that (1a) in case default shall be made in the payment of any installment of interest or Additional Amounts on any of the Notes, as and Notes when the same such interest shall have become due and payable, and such default shall have continued for a period of five Business Days, and 30 days or (2b) in case default shall be made in the payment of all or any part of the principal of of, or premium, if any, on on, any of the Notes when and as the same shall have become due and payable, whether upon maturity of the Notes or upon any redemption or upon by declaration or acceleration or otherwise, then, then upon demand of the Trustee, the Company will shall pay to the Trustee, Trustee for the benefit of the Holders of such Notes, the Notes the whole amount that then shall have become due and payable on all such Notes for principal of principal, premium and premiuminterest, if any, interest and Additional Amounts as the case may be (with interest to the date of such payment upon the overdue principal and premiumor premium and, if any, of each such Note and (to the extent legally that payment of such interest is enforceable under applicable law) upon any , on overdue installments of interest and Additional Amounts, at the rate borne by of interest specified in the Notes; 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, its their respective agents, attorneys and counsel, and any reasonable expenses or and liabilities incurred incurred, and all reasonable advances made, by the Trustee hereunderand each predecessor Trustee, except as a result of its gross negligence or bad faith. Until such demand is made by the Trustee, the Company may pay the principal of and premium and interest on the Notes to the registered Holders, whether or not the Notes are overdue. In addition case the Company shall fail forthwith to the rights and powers set forth in Section 317(a) of the Trust Indenture Actpay such amounts upon such demand, the Trustee Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to file such other papers institute any action or documents as may be necessary proceeding at law or advisable in order to have equity for the claims collection of the Trustee 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 the Notes and collect in the manner provided by law out of the Holders property of the Notes allowed in any judicial proceeding relative to the Company, any Guarantor Company or other obligor upon the Notes, its creditorswherever 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 Notes under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any in case a receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each reorganization, liquidator, custodian, sequestrator or similar official shall have been appointed for or taken possession of the Holders Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to make the Company or other obligor upon the Notes, or to the creditors or property of the Company or such payments to other obligor, the Trustee, and, in irrespective of whether the event that principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective or whether the Trustee shall consent have made any demand pursuant to the making provisions of this SECTION 4.2, shall be entitled and empowered, by intervention in such payments directly proceedings or otherwise: (a) to the Holders, to pay to the Trustee any amount due it for compensation file and expenses, including counsel fees incurred by it up to the date of such distribution. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce such rights, whether prove a claim or claims 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.whole amount of

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (a) The Company covenants that: that (1) in case default shall be made in the payment of any installment of interest or Additional Amounts on any of the Notes, as and when the same shall become due and payableNotes of a series, and such default shall have continued for a period of five Business Days30 days, and or (2) in case default shall be made in the payment of the principal of (or premium, if any, on on) any of the Notes of a series when and as the same shall have become due and payable, whether upon maturity of the Notes of a series or upon redemption or upon declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders holders of such Notesthe Notes of that series, the whole amount that then shall have become due and payable on all such Notes for principal (and premium, if any) or interest, interest and Additional Amounts or both, as the case may be, with interest upon the overdue principal (and premium, if any, of each such Note ) and (to the extent legally that payment of such interest is enforceable under applicable law) upon any overdue installments of interest and Additional Amounts, at the rate borne by per annum expressed in the NotesNotes of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation and the amount payable to the Trustee under Section 7.06. (b) In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its agentsown name and as trustee of an express trust, attorneys shall be entitled and counselempowered 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 expenses such action or liabilities incurred proceeding to judgment or final decree, and may enforce any such judgment or final decree (i) against the Company, or any other obligor upon the Notes of that series and collect in the manner provided by law out of the Trustee hereunder. In addition property of the Company or any other obligor upon the Notes of that series wherever situated the moneys adjudged or decreed to be payable or (ii) against the Energy Corp., pursuant to Energy Corp.'s obligations under the Support Agreement, and collect in the manner provided by law out of the property of Energy Corp. (subject to the rights and powers limitations set forth in Section 317(athe Support Agreement) the moneys adjudged or decreed to be payable. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or other judicial proceedings affecting the Trust Indenture ActCompany, any other obligor on such Notes or the creditors or property of either, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers or and documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders holders of Notes of such series allowed for the Notes allowed in any judicial proceeding relative to entire amount due and payable by the Company, any Guarantor Company or such other obligor upon under the Notes, its creditors, Indenture at the date of institution of such proceedings and for any additional amount which may become due and payable by the Company or its propertysuch other obligor after such date, and to collect and receive any moneys or other property payable or deliverable on any such claimsclaim, and to distribute the same after the deduction of its charges and expensesthe amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders holders of Notes of that series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Holderssuch Noteholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture or the Support Agreement, or under any of the terms established with respect to Notes of that series, may be enforced by the Trustee without the possession of any of such Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for compensation and expenses, including counsel fees incurred by it up payment to the date Trustee of such distributionany amounts due under Section 7.06, be for the ratable benefit of the holders of the Notes of that series. If In case of an Event of Default occurs and is continuinghereunder, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law, in equity, in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or the Support Agreement or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedylegal or equitable right vested in the Trustee by this Indenture or by law. Nothing herein contained shall be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.