Common use of Limitation on Suits Clause in Contracts

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Debt Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that such series; (2) the Holders of not less than 25% in principal amount of the Outstanding Debt Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Debt Securities of that such series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holders or of the Holders of SecuritiesOutstanding Debt Securities of any other series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 5.07, each and every Holder of Debt Securities of any series and the Trustee for such series shall be entitled to such relief as can be given at law or in equity.

Limitation on Suits. No Holder of any Securities of any series shall Subordinated Note will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or any Subordinated Notes, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderunder this Indenture, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSubordinated Notes; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall Subordinated Notes will have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderunder the Indenture; (3) such Holder or Holders have offered to the Trustee reasonable security or and indemnity reasonably satisfactory to the Trustee to bond against the costs, expenses expenses, and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request request, and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSubordinated Notes; it being understood and intended that no one or more of such Holders shall will have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb disturb, or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided in this Indenture and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities Security of any series Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder Xxxxxx has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSeries; (2b) the Holders of not less than 25% in principal amount of the Outstanding outstanding Securities of that series Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable indemnity or security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to which might be incurred by the Trustee in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding outstanding Securities of that seriesSeries; it being understood understood, intended and intended expressly covenanted by the Holder of every Security with every other Holder and the Trustee that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolders of the applicable Series.

Limitation on Suits. No Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2b) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities of that series then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered offer and, if requested, provide to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for does not comply with such request within 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceedingindemnity; and (5e) no during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesrequest; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder Xxxxxx has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% a majority in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or of the Holders of SecuritiesOutstanding Securities of any other series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities Security of any series Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSeries; (2b) the Holders of not less than 25% in principal amount of the Outstanding outstanding Securities of that series Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable indemnity or security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to which might be incurred by the Trustee in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding outstanding Securities of that seriesSeries; it being understood understood, intended and intended expressly covenanted by the Holder of every Security with every other Holder and the Trustee that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolders of the applicable Series.

Limitation on Suits. No Holder of any Securities of any series Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderhereunder (other than in the case of an Event of Default specified in clause (a) or (b) of Section 5.01), unless: (1i) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2ii) the Holders of not less than 25% in principal amount aggregate Principal Amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3iii) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5v) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount aggregate Principal Amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Subject to Section 508, no Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) an Event of Default with respect to Securities of such series shall have occurred and be continuing and such Holder has previously given written notice to the Trustee of a such continuing Event of Default with respect to the Securities of that seriesDefault; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities of any series Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesNotes; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Holder of any Securities of any series Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that such series; (2b) the Holders of not less than 25% (or such other percentage provided for in accordance with Section 3.01) in principal amount of the Outstanding Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request request, and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that such series; it being understood and intended that no one or more Holders of Securities of such Holders series shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesSecurities of such series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable proportionate benefit of all the Holders of all Securities of such Holdersseries.

Limitation on Suits. No Subject to Section 5.8, no Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSecurities; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderhereunder (except actions for payment of overdue principal and interest), unless: (1a) such Holder Xxxxxx has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSeries; (2b) the Holders of not less than 25[ ]% in principal amount of the Outstanding outstanding Securities of that series Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 [ ] days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day [ ]-day period by the Holders of a majority in principal amount of the Outstanding outstanding Securities of that seriesSeries; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Debt Security or Coupon of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that such series; (2) the Holders of not less than 25% in principal amount of the Outstanding Debt Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Debt Securities of that such series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holders or of the Holders of SecuritiesOutstanding Debt Securities or Coupons of any other series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 5.07, each and every Holder of Debt Securities or Coupons of any series and the Trustee for such series shall be entitled to such relief as can be given at law or in equity.

Limitation on Suits. No Holder of any Securities Note of any series shall or class will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to the Securities Notes of that seriessuch series or class; (2b) the Holders of not less than 25% in principal amount Outstanding Dollar Principal Amount of the Outstanding Securities Notes of that such series shall or class have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder; (3c) such Holder or Holders have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60-) day period by the Majority Holders of a majority in principal amount of the Outstanding Securities of that seriessuch series or class; it being understood and intended that no one or more Holders of Notes of such Holders shall series or class will have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesNotes of such series or class, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable proportionate benefit of all the Holders of all Notes of such Holdersseries or class.

Limitation on Suits. No Holder Noteholder, solely by virtue of any Securities of any series its status as Noteholder, shall have any right by virtue or by availing of any provision of this Indenture to institute any proceedingsuit, judicial action or otherwise, proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiverIndenture, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing unless an Event of Default with respect to the Securities of that series; (2) shall have occurred and is continuing and the Holders of Notes evidencing not less than 25% in principal amount of the then Outstanding Securities Note Balance of that series each Class of Notes shall have made written request to upon the Indenture Trustee to institute proceedings in respect of such Event of Default action, suit or proceeding in its own name as Indenture Trustee hereunder; (3) such Holder or Holders hereunder and shall have offered to the Indenture Trustee such reasonable security or indemnity as it may require against the costscost, expenses and liabilities to be incurred in compliance with such request; (4) therein or thereby, and the Trustee Indenture Trustee, for 60 days after its receipt of such notice, request and offer of security indemnity, shall have neglected or indemnity has failed refused to institute any such proceeding; and (5) action, suit or proceeding and no direction inconsistent with such written request has been given to the such Indenture Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriessuch Noteholders; it being understood and intended intended, and being expressly covenanted by each Noteholder with every other Noteholder and the Indenture Trustee, that no one or more of such Holders Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, of any provision of this Indenture to affect, disturb or prejudice the rights of the Holders of any other Holders of Securitiessuch Notes, or to obtain or to seek to obtain priority over or preference over to any other of such Holders Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Noteholders. For the protection and enforcement of the provisions of this Section 6.07, each and every Noteholder and the Indenture Trustee shall be entitled to such Holdersrelief as can be given either at law or in equity.

Limitation on Suits. No Subject to Section 5.8, no Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities of any series Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesNotes; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable indemnity or security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to which might be incurred by the Trustee in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesoutstanding Notes; it being understood understood, intended and intended expressly covenanted by the Holder of every Note with every other Holder and the Trustee that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolders of the Notes.

Limitation on Suits. No Holder of any Securities Debt Security or Coupon of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that such series; (2) the Holders of not less than 25% in principal amount of the Outstanding Debt Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of at least a majority in principal amount of the Outstanding Debt Securities of that such series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holders or of the Holders of SecuritiesOutstanding Debt Securities or Coupons of any other series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 5.07, each and every Holder of Debt Securities or Coupons of any series and the Trustee for such series shall be entitled to such relief as can be given at law or in equity.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture (including, if applicable, the Securities Guarantee), or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Except as provided in Section 6.07 or 6.08, no Holder of any Securities Debentures of any series shall have or holder of Preferred Securities of the Trust which is the Holder of that series of Debentures may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, Debentures unless: (1a) the Holders of Debentures of such Holder has previously given written notice series or the holders of such Preferred Securities give to the Trustee of a continuing written notice stating that an Event of Default with respect to the Securities corresponding Debentures of that seriessuch series has occurred and is continuing; (2b) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities outstanding Debentures of that series shall have made or the holders of at least 25% in aggregate liquidation amount of such Preferred Securities make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderpursue a remedy; (3c) the Holders of Debentures of such Holder series or Holders have offered the holders of such Preferred Securities provide to the Trustee reasonable security or and indemnity against any loss, liability or expense satisfactory to the costs, expenses and liabilities to be incurred in compliance with such requestTrustee; (4d) the Trustee for does not comply with the request within 60 days after its receipt of such the notice, the request and the offer of security or indemnity has failed to institute any such proceedingand indemnity; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-60 day period by period, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities Debentures of that series; series or the holders of at least a majority in aggregate liquidation amount of such Preferred Securities do not give the Trustee a direction inconsistent with the request, it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture or any Debenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No A Holder of any Securities of any series shall have any right to or Holders may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1i) such Holder has or Holders have previously given written notice to the Trustee written notice of a continuing Event of Default with respect to the Securities of that seriesDefault; (2ii) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3iii) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to the Trustee against the any costs, liabilities or expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by period, the Holders of a majority in aggregate principal amount of the Outstanding outstanding Securities have not given the Trustee a direction that is inconsistent with such written request. For purposes of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision Section 6.05 of this Indenture and this Section 6.06, the Trustee shall comply with TIA Section 316(a) in making any determination of whether the Holders of the required aggregate principal amount of outstanding Securities have concurred in any request or direction of the Trustee to affect, disturb pursue any remedy available to the Trustee or the Holders with respect to this Indenture or the Securities or otherwise under the law. A Holder may not use this Indenture to prejudice the rights of any other Holders of Securities, another Holder or to obtain a preference or to seek to obtain priority or preference over any such other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolder.

Limitation on Suits. No Holder of any Securities of any series shall Notes will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture the Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesNotes; (2b) the Holders of not less than at least 25% in principal amount of the Outstanding Securities of that series shall outstanding Notes will have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable indemnity or security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to which might be incurred by the Trustee in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesoutstanding Notes; it being understood understood, intended and intended expressly covenanted by the Holder of every Note with every other Holder and the Trustee that no one or more of such Holders shall will have any right in any manner whatever by virtue of, or by availing itself of, any provision of this the Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this the Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolders of Notes.

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority or more in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more Holders of such Holders Securities of that series shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesSecurities of that series, or to obtain or to seek to obtain priority or preference over any other Holders of such Holders Securities of that series or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holdersthe Holders of Securities of that series.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, proceeding with respect to this Indenture or for the appointment Securities of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or the applicable series for any other remedy hereunderthereunder, unless: (1i) such Holder has shall have previously given written notice to the Trustee written notice of a continuing Event of Default with respect to the Securities of that seriesDefault; (2ii) the Holders of not less than at least 25% in principal amount aggregate Principal Amount of the then Outstanding Securities of that series shall have also made such a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderpursue the remedy; (3iii) such Holder or Holders of the Securities have offered provided to the Trustee reasonable security indemnity satisfactory to the Trustee against any loss, liability or indemnity against expense in connection with the costs, expenses and liabilities to be incurred in compliance with institution of such requestproceedings; (4iv) the Trustee for 60 days after its receipt of such notice, does not comply with the request and offer of security or indemnity has failed to institute any such proceedingdelivered in clause (ii) within 90 days; and (5v) no direction inconsistent with during or prior to such written request has been given to the Trustee during such 6090-day period by period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series then Outstanding have not given the Trustee a written direction that, in the opinion of the Trustee, is inconsistent with such request; provided, however, that series; it being understood and intended that no one or more the limitations in this Section 6.06 do not apply to a suit initiated by a Holder for the enforcement of such Holders shall have any right in any manner whatever by virtue payment of the principal of, or by availing itself ofpremium or interest, if any, on such Securities on or after the respective due dates expressed in such Securities after any provision of applicable grace periods have expired. A Holder may not use this Indenture either to affect, disturb or prejudice the rights of any other Holders of Securitiesof, or to obtain a preference or to seek to obtain priority over, another Holder of Securities of the same series in case of any Event of Default described in clause (i), (ii) or preference over (vi) of Section 6.01 or of another Holder of any other series of such Holders or to enforce any right under this Indenture, except Securities in the manner herein provided and for the equal and ratable benefit case of all such Holders.any Event of Default described in clauses (iii), (iv) or (v) of Section 6.01

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1i) such Holder has shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2ii) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3iii) such Holder or Holders shall have offered to the Trustee reasonable security or indemnity as it may require against the costs, expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has shall have failed to institute any such proceeding; and (5v) no direction inconsistent with such written request has shall have been given to the Trustee pursuant to Section 5.12 during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable and common benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities of any series Notes shall have any ------------------- right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesNotes; (2b) the Holders of not less than 25% 25 percent in principal amount of the Outstanding Securities of that series outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered and, if requested, provided to the Trustee reasonable security or indemnity satisfactory to the Trustee in its reasonable discretion against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 30 calendar days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 6030-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesoutstanding Notes; in any event, it being understood and intended that no one or more Holders of such Holders Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesNotes, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolders of Notes.

Limitation on Suits. No Holder of any Debt Securities of any series shall will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderunder this Indenture, unless: (1) such Holder Xxxxxx has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDebt Securities; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall will have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderunder the Indenture; (3) such Holder or Holders have offered to the Trustee reasonable security or and indemnity reasonably satisfactory to the Trustee against the costs, expenses expenses, and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request request, and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in the aggregate principal amount of the Outstanding Securities of that seriesDebt Securities; it being understood and intended that no one or more of such Holders shall will have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb disturb, or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided in this Indenture and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Except to enforce the right to receive payment of the principal amount of, premium, if any, and accrued and unpaid interest on a Security of a Series when due, as provided in Section 6.07, no Holder of any Securities a Security of any series shall have Series may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to this Indenture or for the appointment Securities of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, such Series unless: (1) such the Holder has previously given gave the Trustee written notice to the Trustee of a continuing stating that an Event of Default with respect to the such Series of Securities of that seriesis continuing; (2) the Holders of not less than 25% at least a majority in aggregate principal amount of the Outstanding outstanding Securities of that series shall have made such Series make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderpursue the remedy; (3) such Holder or Holders have offered of the Securities of such Series offer to the Trustee reasonable security or indemnity satisfactory to it to the Trustee against the costsany loss, expenses and liabilities to be incurred in compliance with such requestliability or expense; (4) the Trustee for does not comply with the request within 60 days after its receipt of such notice, the request and the offer of security or indemnity has failed to institute any such proceedingindemnity; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding outstanding Securities of that series; it being such Series do not give the Trustee a written direction inconsistent with the request during such 60-day period. It is understood and intended and expressly covenanted by the taker and holder of every Security, with every other taker and holder with the Trustee that no one or more a Holder of such Holders shall have Securities of any right in any manner whatever by virtue of, or by availing itself of, any provision of Series may not use this Indenture to affect, disturb or prejudice the rights of any other Holders another Holder of Securities, the Securities of such Series or to obtain a preference or to seek to obtain priority or preference over any other another Holder of the Securities of such Holders Series (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders).

Limitation on Suits. No Holder of any Securities of any a series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, the Securities or the Guarantees, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its the Trustee’s own name as Trustee hereundername; (3c) such Holder or Holders have offered to the Trustee reasonable indemnity and/or security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity and/or security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that such series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, Indenture except in the manner herein provided in this Indenture and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2b) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Securities of that series then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered offer and, if requested, provide to the Trustee reasonable security or indemnity satisfactory to it against the any costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for does not comply with such request within 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceedingindemnity; and (5e) no during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesrequest; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture (including, if applicable, the Securities Guarantee), or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceedingProceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2) the Holders of not less than 25% in principal amount or more of the aggregate Note Principal Balance of the Outstanding Securities of that series Notes shall have made written request to the Trustee to institute proceedings Proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security indemnity satisfactory to it (which, in the case of a holder that is, or indemnity is a subsidiary of, a bank or other institutional buyer with a net worth of at least $50,000,000 and whose claims paying ability or long-term debt is rated at least investment grade or better by a Rating Agency need only be such bank's or institutional buyer's unsecured written promise of indemnity) against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceedingProceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-60 day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesMajority Holders; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holdersprovided.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee Trustees of a continuing Event of Default with respect to the Securities of that series; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee Trustees to institute proceedings in respect of such Event of Default in its own name as Trustee Trustees hereunder; (3c) such Holder or Holders have offered to the Trustees indemnity reasonably satisfactory to each Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee Trustees for 60 days after its their receipt of such notice, request and offer of security or indemnity has have failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee Trustees during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, the Securities or the Guarantee or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the a Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% a majority in principal amount of the Outstanding Securities of that series shall have made written request to the such Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the such Trustee reasonable security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity indemnity, such Trustee has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the such Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesOutstanding Securities of such affected series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such HoldersHolders of the Outstanding Securities of such affected series. For purposes of clarity, it is hereby understood and agreed that an Event of Default described in clause (1) or (2) of Section 5.1 with respect to the Securities of any series shall, for purposes of this Section 5.7 be deemed to affect only such series of Securities.

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSecurities; (2b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costsany loss, expenses and liabilities to be incurred in compliance with such requestliability or expense; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no the proceeding and has not received direction inconsistent with such written the original request has been given to the Trustee during such 60-day period by from the Holders of a majority in principal amount of the Outstanding Securities of that serieswithin 60 days after the original request; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this IndentureIndenture or any Security, except in the manner herein provided in this Indenture and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Holder of any Securities Security of any series or any related coupons shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee Trustees of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series in the case of any Event of Default (other than an Event of Default specified in Section 5.01(6) or 5.01(7)), or, in the case of any Event of Default described in clause (6) or (7) of Section 5.01, the Holders of not less than 25% in principal amount of all Outstanding Securities, shall have made written request to the Trustee Trustees to institute proceedings in respect of such Event of Default in its their own name names as Trustee Trustees hereunder; (3) such Holder or Holders have offered to the Trustee Trustees reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee Trustees for 60 days after its their receipt of such notice, request and offer of security or indemnity has have failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee Trustees during such 60-day period by the Holders of a majority or more in principal amount of the Outstanding Securities of that seriesseries in the case of any Event of Default (other than an Event of Default specified in Section 5.01(6) or 5.01(7)), or in the case of any Event of Default described in clause (6) or (7) of Section 5.01, by the Holders of a majority or more in principal amount of all Outstanding Securities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesSecurities of the same series, in the case of any Event of Default (other than an Event of Default specified in Section 5.01(6) or 5.01(7)), or of Holders of all Securities in the case of any Event of Default described in clause (6) or (7) of Section 5.01, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolders of Securities of the same series, in the case of any Event of Default (other than an Event of Default specified in Section 5.01(6) or 5.01(7)), or of Holders of all Securities’ in the case of any Event of Default described in clause (6) or (7) of Section 5.01.

Limitation on Suits. No (a) A Holder of any Securities of any series shall have any right to may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderunder this Indenture or the Securities, unless: (1i) such the Holder has previously given written notice to the Trustee written notice of a continuing Event of Default with respect to the Securities of that seriesDefault; (2ii) the Holders of not less than 25at least 25.0% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such the Event of Default in its own name as Trustee hereunderunder this Indenture; (3iii) such Holder or Holders have offered to the Trustee reasonable indemnity and/or security or indemnity satisfactory to the Trustee against the any costs, liabilities or expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for within 60 days after its receipt of such notice, request and offer of indemnity and/or security or indemnity has failed to institute any such proceeding; and (5v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of have not given the Trustee a written direction that series; is inconsistent with such written request; (b) it being understood and intended that no one or more of such Holders shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein therein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderunder this Indenture, unless: (1) such Holder has previously hxx xxxviously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderunder the Indenture; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to the Trustee against the costs, expenses expenses, and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request request, and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb disturb, or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided in this Indenture and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Subject to the provisions of this Indenture, no Holder of any Securities of any series shall have any right to institute any proceeding, proceeding (judicial or otherwise, ) with respect to this Indenture or the Notes, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderthereunder, unless: (1i) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesNotes; (2ii) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderthereunder; (3iii) such Holder or Holders have offered to the Trustee reasonable an indemnity or security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee Trustee, for 60 days after its receipt of such notice, request and offer of security indemnity or indemnity security, has failed to institute any such proceeding; and (5v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; Notes (it being understood and intended that no one or more of such Holders shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this the Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders).

Limitation on Suits. No Holder of any Securities Security of any series shall will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such an Event of Default with respect to Securities of that series has occurred and is continuing and that Holder has previously given written notice to the Trustee of a that continuing Event of Default with respect to the Securities of that seriesDefault; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such those Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiesthose Holders, or to obtain or to seek to obtain priority or preference over any other of such those Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such those Holders.

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Guarantee, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Security Trustee of a continuing Event of Default with respect to the Securities of that seriesthis Guarantee; (2b) the Holders of representing not less than 25% in principal amount of the Outstanding Securities aggregate Liquidation Amount of that series all of the then outstanding Senior Preferred Shares affected by such Event of Default (determined as one class), shall have made written request to the Security Trustee to institute proceedings in respect of such Event of Default in its own name as Security Trustee hereunder; (3c) such Holder or Holders have offered provided to the Security Trustee reasonable security or funding, if requested by the Security Trustee, and reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Security Trustee for 60 15 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Security Trustee during such 6015-day period by the Holders of representing a majority in principal amount of the Outstanding Securities aggregate Liquidation Amount of that seriesall of the then outstanding Senior Preferred Shares affected by such Event of Default (determined as one class); it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture Guarantee to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this IndentureGuarantee, except in the manner herein provided and for the equal and ratable rateable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Equipment Notes, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder holds Equipment Notes and has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2b) the Holders of not less than at least 25% in principal amount of the aggregate Outstanding Securities Principal Balance of that series shall have made the Equipment Notes give a written request Direction to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee pursue a remedy hereunder; (3c) such Holder or Holders have offered offer to the Indenture Trustee reasonable security or an indemnity reasonably satisfactory to the Indenture Trustee against the any costs, expenses and liabilities to be incurred in compliance complying with such request; (4d) the Indenture Trustee for 60 does not comply with such request within sixty (60) days after its receipt of such notice, the request and the offer of security or indemnity has failed to institute any such proceedingindemnity; and (5e) no direction during such sixty (60)-day period, a Requisite Majority does not give the Indenture Trustee a Direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no request. No one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of Noteholders may use this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, another Holder or to obtain or to seek to obtain any preference or priority or preference not otherwise created by this Indenture and the terms of the Equipment Notes over any other of such Holders Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holdersprovided.

Limitation on Suits. No Holder of any Securities of any series shall Noteholder will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (receiver or other trustee or similar official) , or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to the Securities Notes of that seriessuch Xxxxxx’s Notes’ Class; (2b) the Holders of not less more than 25% in principal amount of all Outstanding Notes by Voting Interests (or of the Outstanding Securities Notes of that series shall such Class, in the case of a Payment Default with respect to a Class) have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own the name as of the Indenture Trustee hereunder; (3c) such Holder or Holders have offered to the Indenture Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;; and (4d) the Trustee Indenture Trustee, for 60 sixty (60) days after its receipt of the Indenture Trustee has received such notice, request and offer of security or indemnity indemnity, has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more Holders of such Holders shall Notes will have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesNotes, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable proportionate benefit of all such Holdersthe Holders of all Notes.

Limitation on Suits. No Holder of any Securities Security of any series Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSeries; (2b) the Holders of not less than 25% at least a majority in principal amount of the Outstanding outstanding Securities of that series Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding outstanding Securities of that seriesSeries; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Subject to Section 6.08, no Holder of any Securities Security of any series or of any Coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a custodian, receiver, liquidator, assignee, trustee, liquidator, sequestrator (or other similar official) , or for any other remedy hereunder, unless: (1) such Holder has shall have previously given written notice to a Responsible Officer of the Trustee of a continuing Event of Default with respect to the Securities of that such series; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that such series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder; (3) such Holder or Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has shall have failed to institute any such proceeding; and (5) no direction inconsistent with such written request has shall have been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriessuch series then Outstanding; it being understood and intended that no one or more of such Holders of Securities of any series or Coupons appertaining thereto shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders Holder of Securitiesthe Securities or the Coupons, or to obtain or to seek to obtain preference or priority or preference over any other of such Holders Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolders of Securities of the affected series and Coupons.

Limitation on Suits. No Holder of any Securities of any series outstanding Guaranteed Class A Preferred LP Units shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Guarantee, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Security Trustee of a continuing Event of Default with respect to the Securities of that seriesthis Guarantee; (2b) the Holders of representing not less than 25% in principal amount of the Outstanding Securities aggregate Liquidation Amount of that series all of the then outstanding Guaranteed Class A Preferred LP Units affected by such Event of Default (determined as one class), shall have made written request to the Security Trustee to institute proceedings in respect of such Event of Default in its own name as Security Trustee hereunder; (3c) such Holder or Holders have offered provided to the Security Trustee reasonable security or funding, if requested by the Security Trustee, and reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Security Trustee for 60 15 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Security Trustee during such 6015-day period by the Holders of representing a majority in principal amount of the Outstanding Securities aggregate Liquidation Amount of that seriesall of the then outstanding Guaranteed Class A Preferred LP Units affected by such Event of Default (determined as one class); it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture Guarantee to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this IndentureGuarantee, except in the manner herein provided and for the equal and ratable rateable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, trustee, liquidator, liquidator or sequestrator (or other similar official) ), or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2b) the Holders of not less than 25% at least thirty-three percent (33%) in aggregate principal amount of the Bonds then Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of security or indemnity has shall have failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has shall have been given to the Trustee during such sixty (60-) day period by the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of that seriesBonds then Outstanding; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the lien of this Indenture or the rights of any other of such Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, trustee, liquidator, liquidator or sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that such series; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the losses, costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceedingindemnity; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that such series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions are unduly prejudicial to such Holders) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or a Security, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered and, if requested, provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer and, if requested, provision of security or indemnity has failed to institute any such proceeding; and (5) no written direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Subject to Section 6.7, a Holder of any Debt Securities of any series shall have may not pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to this Indenture or for the appointment Debt Securities of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, such series unless: (1a) such the Holder has previously given written notice gives to the Trustee of a continuing written notice stating that an Event of Default with respect to the Debt Securities of that seriessuch series is continuing; (2b) the Holders of not less than at least 25% in outstanding principal amount of the Outstanding Debt Securities of that such series shall have made make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderpursue the remedy; (3c) such Holder or Holders have offered offer to the Trustee reasonable security or indemnity reasonably satisfactory to the Trustee against the costsany loss, expenses and liabilities to be incurred in compliance with such requestliability or expense; (4d) the Trustee for does not comply with the request within 60 days after its receipt of such notice, the request and the offer of security or indemnity has failed to institute any such proceedingindemnity; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Debt Securities of such series do not give the Trustee a direction that series; is inconsistent with such request during such 60-day period. A Holder of Debt Securities of any series may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder, it being understood and intended that no one or more of such Holders shall will have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb disturb, or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders).

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Master Indenture or the Securities, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder holds Securities of the Senior Class and has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2b) the Holders of not less than at least 25% in principal amount of the aggregate Outstanding Securities Principal Balance of that series shall have made the Senior Class give a written request Direction to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee pursue a remedy hereunder; (3c) such Holder or Holders have offered offer to the Indenture Trustee reasonable security or an indemnity reasonably satisfactory to the Indenture Trustee against the any costs, expenses and liabilities to be incurred in compliance complying with such request; (4d) the Indenture Trustee for 60 does not comply with such request within sixty (60) days after its receipt of such notice, the request and the offer of security or indemnity has failed to institute any such proceedingindemnity; and (5e) no direction during such sixty (60) day period, a Requisite Majority does not give the Indenture Trustee a Direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no request. No one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of may use this Master Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, another Holder or to obtain or to seek to obtain any preference or priority or preference not otherwise created by this Master Indenture and the terms of the Securities over any other of such Holders Holder or to enforce any right under this IndentureMaster Indenture and a related Series Supplement, except in the manner herein provided and for the equal and ratable benefit of all such Holdersprovided.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receivercustodian, liquidator, assignee, sequestrator, receiver, trustee, liquidator, sequestrator (or other similar official) , or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder or Holders of Securitiesany other series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Subject to Section 5.8, no Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) an Event of Default with respect to such series of Securities shall have occurred and be continuing and such Holder has previously given written notice to the Trustee of a such continuing Event of Default with respect to the Securities of that seriesDefault; (2) the Holders of not less than 25% in principal amount of the Securities Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered and, if requested, provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Securities Outstanding Securities of that series; it being understood and intended that no . No one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities of any series Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderhereunder (other than in the case of an Event of Default specified in Section 5.1(a) or Section 5.1(b)), unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2b) the Holders of not less than 25% in principal amount aggregate Principal Amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount aggregate Principal Amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Subject to Section 5.8 below, no Holder of any Securities of any series Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing an Event of Default with respect to and such Event of Default is continuing at the Securities time of that seriessuch institution; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable Trustee, and if requested, shall have provided to the Trustee, security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its actual receipt by a Responsible Officer of such noticenotice under Section 5.7(1), request under 5.7(2) and offer of security or indemnity (or if requested, actual receipt of security or indemnity) under Section 5.7(3) has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-60 day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series; Securities, it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holders or Holders of Securitiesany other series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator receiver or trustee (or other similar official) ), or for any other remedy hereunder, unless: (1) an Event of Default shall have occurred and be continuing and such Holder has previously shall have given written notice to the Trustee written notice of a continuing Event of Default default with respect to the Securities of that seriessuch series and of the continuance thereof; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that such series; it being understood and intended that no one or more Holders of Securities of such Holders series shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesSecurities of such series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of the Securities of such Holdersseries.

Limitation on Suits. No Holder of any Securities of any series Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderhereunder (other than in the case of an Event of Default specified in Section 7.01(a) or Section 7.01(a)), unless: (1i) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2ii) the Holders of not less than 25% in principal amount aggregate Principal Amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3iii) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5v) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount aggregate Principal Amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Holder of any Securities of any series Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) an Event of Default or Enforcement Event shall have occurred and be continuing, and such Holder has previously given written notice to the Trustee of a such continuing Event of Default with respect to or Enforcement Event, as the Securities of that seriescase may be; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities Notes in the case of that series an Event of Default, or a majority in principal amount of the Outstanding Notes in the case of an Enforcement Event, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Enforcement Event, as the case may be, in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) in the case of an Event of Default, no direction inconsistent with such written request has shall have been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesNotes; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities of any series Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2) if the Preferred Trustee is not the Holder of the Securities, the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered offered, and if requested, provided to the Trustee reasonable security or indemnity indemnity, satisfactory to the Trustee in its sole discretion, against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer and, if requested, provision of security or indemnity indemnity, has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;: (4) the Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities of any series Except as provided in Section 4.07, no Noteholder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2) the Holders of not less Noteholders holding more than 2550% in principal amount of the Outstanding Securities of that series Aggregate Series Principal Balance shall have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder; (3) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable adequate indemnity or security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security or indemnity has failed to institute any such proceeding; and; (5) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders Requisite Global Majority; and (6) an Event of a majority in principal amount of the Outstanding Securities of that seriesDefault shall have occurred and be continuing; it being understood and intended that no one or more of such Holders Noteholders shall have any right in any manner whatever by virtue of, or by availing itself or themselves of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Noteholders, or to obtain or to seek to obtain priority or preference over any other of such Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such HoldersNoteholders. Subject to the foregoing restrictions, the Noteholders may exercise their rights under this Section 4.06 independently.

Limitation on Suits. No Subject to Section 5.8, no Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSecurities; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No A Holder of any Securities of any series shall have any right to or Holders may not institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, the Security Documents or the Securities, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1i) such Holder has or Holders have previously given written notice to the Trustee written notice of a continuing Event of Default with respect to the Securities of that seriesDefault; (2ii) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3iii) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to the Trustee against the any costs, liabilities or expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by period, the Holders of a majority in aggregate principal amount of the Outstanding outstanding Securities have not given the Trustee a direction that is inconsistent with such written request. For purposes of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision Section 6.05 of this Indenture and this Section 6.06, the Trustee shall comply with TIA Section 316(a) in making any determination of whether the Holders of the required aggregate principal amount of outstanding Securities have concurred in any request or direction of the Trustee to affect, disturb pursue any remedy available to the Trustee or the Holders with respect to this Indenture or the Securities or otherwise under the law. A Holder may not use this Indenture to prejudice the rights of any other Holders of Securities, another Holder or to obtain a preference or to seek to obtain priority or preference over any such other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolder.

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or and indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 15 days after its receipt of such notice, request and offer (and if requested, provision) of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 6015-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture Indenture, any Security or any Guarantee to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, any Security or any Guarantee, except in the manner herein provided in this Indenture and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Holder of any Securities Security of any series or any related coupons shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1i) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that such series; (2ii) the Holders of not less than 25% a majority in principal amount of the Outstanding Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3iii) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that such series; it being understood and intended that no one or more Holders of Securities of such Holders series shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, Securities of such series or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Securities of such Holdersseries.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, the Securities or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series specifying such Event of Default and stating that seriessuch notice is a "Notice of Default" hereunder; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceedingindemnity; and (5) no direction inconsistent with such written request has been given to the Trustee during such the 60-day period set forth in clause (4) above by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities Security of any series Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSeries; (2b) the Holders of not less than at least 25% in principal amount of the Outstanding outstanding Securities of that series Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable indemnity or security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to which might be incurred by the Trustee in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding outstanding Securities of that seriesSeries; it being understood understood, intended and intended expressly covenanted by the Holder of every Security with every other Holder and the Trustee that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolders of the applicable Series.

Limitation on Suits. No Subject to Section 7.08, no Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security indemnity reasonably satisfactory to it against any loss, liability or indemnity against the costs, expenses and liabilities expense to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer (and if requested, provision) of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this IndentureIndenture or any Security, except in the manner herein provided in this Indenture and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity indemnity, reasonably satisfactory to the Trustee, against the costs, expenses (including reasonable legal fees and expenses) and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the all Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities of any series shall have any Except to enforce the right to institute receive payment of principal, premium (if any) or interest when due, no Holder shall pursue any proceeding, judicial or otherwise, remedy with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator Notes (or other similar official) or for any other remedy hereundersubject to the First Lien Intercreditor Agreement), unless: (1) such Holder has previously given written notice to the Trustee of a continuing notice that an Event of Default with respect to the Securities of that seriesis continuing; (2) the Holders of not less than at least 25% in principal amount of the Outstanding Securities of that series shall outstanding Notes have made written request to requested the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderpursue the remedy; (3) such Holder or Holders have offered to the Trustee or the Notes Collateral Agents, as applicable, reasonable security or indemnity against the costsany loss, expenses and liabilities to be incurred in compliance with such requestliability or expense; (4) the Trustee for has not complied with such request within 60 days after its the receipt of such notice, request thereof and the offer of security or indemnity has failed to institute any such proceedingindemnity; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period, it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture or the Guarantees to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this IndentureIndenture or the Guarantees, except in the manner herein provided and for the equal and ratable benefit of all the Holders (it being further understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

Limitation on Suits. (a) No Holder of any Securities Security of any series shall have any right to may institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities of any series, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1i) such Holder has previously given written notice to the Trustee written notice of a continuing Event of Default with respect to the Securities of that such series; (2ii) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding outstanding Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3iii) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to the Trustee against the any costs, liabilities or expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by period, the Holders of a majority in aggregate principal amount of the Outstanding outstanding Securities of such series have not given the Trustee a direction that series; it being understood and intended that no one or more of is inconsistent with such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of written request. (b) A Holder may not use this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, another Holder or to obtain a preference or priority over such other Holder (it being understood that the Trustee does not have an affirmative duty to seek ascertain whether or not such actions or forbearances are unduly prejudicial to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders).

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or a Security, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder Xxxxxx has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered and, if requested, provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer and, if requested, provision of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities of any series Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing an Event of Default with respect to that is continuing at the Securities time of that seriessuch institution; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee, and if requested, shall have provided, reasonable indemnity satisfactory to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security indemnity (or indemnity if requested, receipt of indemnity) has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-60 day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; Securities, it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that such series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series in the case of any Event of Default described in clause (1), (2), (3) or (7) of Section 501, or, in the case of any Event of Default described in clause (4), (5) or (6) of Section 501, the Holders of not less than 25% in aggregate principal amount of all Outstanding Securities, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesseries in the case of any Event of Default described in clause (1), (2), (3) or (7) of Section 501, or, in the case of any Event of Default described in clause (4), (5) or (6) of Section 501, the Holders of not less than 25% in aggregate principal amount of all Outstanding Securities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesSecurities of the same series, in the case of any Event of Default described in clauses (1), (2), (3) or (7) of Section 501, or of Holders of all Securities in the case of any Event of Default described in clauses (4), (5), or (6) of Section 501, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolders of Securities of the same series, in the case of any Event of Default described in clauses (1), (2), (3) or (7) of Section 501, or of Holders of all Securities in the case of any Event of Default described in clauses (4), (5) or (6) of Section 501.

Limitation on Suits. No Holder of any Securities of any series Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture the Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderhereunder (other than in the case of an Event of Default specified in Section 7.01(a) or Section 7.01(b), unless: (1i) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2ii) the Holders of not less than 25% in principal amount aggregate Principal Amount of the Outstanding Securities of that series Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3iii) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5v) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount aggregate Principal Amount of the Outstanding Securities of that seriesNotes; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this the Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this the Indenture, except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Holder of any Securities of any series Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderhereunder (other than in the case of an Event of Default specified in Section 6.01(a) or 6.01(b)), unless: (1i) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2ii) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities applicable series of that series outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3iii) such Holder or Holders have offered to the Trustee reasonable security indemnity reasonably satisfactory to it against any loss, liability or indemnity against the costs, expenses and liabilities expense to be incurred in compliance with such request; (4iv) the Trustee for 60 calendar days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5v) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such 60-60 calendar day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities applicable series of that seriesoutstanding Notes; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, proceeding with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderthereunder, unless: (1) such the Holder has previously given gives the Trustee written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made outstanding Notes make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderpursue the remedy; (3) such Holder or Holders have offered offer the Trustee indemnity satisfactory to the Trustee reasonable security or indemnity against the any costs, expenses and liabilities to be incurred in compliance with such requestliability or expense; (4) the Trustee for does not comply with the request within 60 days after its receipt of such notice, the request and the offer of security or indemnity has failed to institute any such proceedingindemnity; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of outstanding Notes do not give the Trustee a direction that series; is inconsistent with the request (it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right rights under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders). However, such Holderslimitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such payment on or after the due date expressed in the Notes, which right shall not be impaired or affected without the consent of the Holder. A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderunder this Indenture, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderunder this Indenture; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders of Securities of any series shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein in this Indenture provided and for the equal and ratable benefit of all such HoldersHolders of Securities of the affected series.

Limitation on Suits. No Holder of any Securities of any series Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesNotes; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable indemnity or security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to which might be incurred by the Trustee in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesoutstanding Notes; it being understood understood, intended and intended expressly covenanted by the Holder of every Note with every other Holder and the Trustee that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolders of the Notes (it being understood that the Trustee does not have an affirmative duty to determine whether any direction is prejudicial to any Holder of Notes).

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder Xxxxxx has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security indemnity, security, or indemnity both, reasonably satisfactory to the Trustee, against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity and/or security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder Hxxxxx has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSeries; (2b) the Holders of not less than 25% in principal amount of the Outstanding outstanding Securities of that series Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable indemnity or security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to which might be incurred by the Trustee in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding outstanding Securities of that seriesSeries; it being understood understood, intended and intended expressly covenanted by the Holder of every Security with every other Holder and the Trustee that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersHolders of the applicable Series.

Limitation on Suits. No Holder of any Securities Security of any series Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSeries; (2b) the Holders of not less than 25% in aggregate principal amount of the Outstanding then outstanding Securities of that series Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered and, if requested, provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding then outstanding Securities of that seriesSeries; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Subject to Section 5.8, no Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) : such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) Securities; the Holders of not less than 25% a majority in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) ; such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) ; the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceedingproceeding for sixty (60) days; and (5) and no direction inconsistent with such written request has been given to the Trustee during such 60-day sixty (60)-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities of any series Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing an Event of Default with respect to that is continuing at the Securities time of that seriessuch institution; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or Trustee, and if requested, shall have provided, indemnity reasonably satisfactory to the Trustees against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security indemnity (or indemnity if requested, receipt of indemnity) has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-60 day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; Securities, it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

Limitation on Suits. No Subject to Section 5.9, no Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Debenture Default with respect to the Securities of that seriesSecurities; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Debenture Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, trustee, liquidator, liquidator or sequestrator (or other similar official) ), or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 2533% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that such series; (2b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that such series; it being understood and intended that no one or more Holders of Securities of such Holders series shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesSecurities of such series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable proportionate benefit of all the Holders of all Securities of such Holdersseries.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, proceeding with respect to this Indenture or for the appointment Securities of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or the applicable series for any other remedy hereunderthereunder, unless: (1i) such Holder has shall have previously given written notice to the Trustee written notice of a continuing Event of Default with respect to the Securities of that seriesDefault; (2ii) the Holders of not less than at least 25% in principal amount aggregate Principal Amount of the then Outstanding Securities of that series shall have also made such a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderpursue the remedy; (3iii) such Holder or Holders of the Securities have offered provided to the Trustee reasonable security indemnity satisfactory to the Trustee against any loss, liability or indemnity against expense in connection with the costs, expenses and liabilities to be incurred in compliance with institution of such requestproceedings; (4iv) the Trustee for 60 does not comply with the request delivered in clause (ii) within 90 calendar days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5v) no direction inconsistent with during or prior to such written request has been given to 90-day period, the Trustee during such 60-day period by has not received from the Holders of a majority in principal amount aggregate Principal Amount of the Outstanding Securities of such series then Outstanding have not given the Trustee a written direction that, in the opinion of the Trustee, is inconsistent with such request; provided, however, that series; it being understood and intended that no one or more the limitations in this Section 6.06 do not apply to a suit initiated by a Holder for the enforcement of such Holders shall have any right in any manner whatever by virtue payment of the principal of, or by availing itself ofpremium or interest, if any, on such Securities on or after the respective due dates expressed in such Securities after any provision of applicable grace periods have expired. A Holder may not use this Indenture either to affect, disturb or prejudice the rights of any other Holders of Securitiesof, or to obtain a preference or to seek to obtain priority over, another Holder of Securities of the same series in case of any Event of Default described in clause (i), (ii) or preference over (vi) of Section 6.01 or of another Holder of any other series of such Holders or to enforce any right under this Indenture, except Securities in the manner herein provided and for the equal and ratable benefit case of all such Holdersany Event of Default described in clauses (iii), (iv) or (v) of Section 6.01.

Limitation on Suits. No Holder of any Securities of any series Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2) if the Preferred Trustee is not the Holder of the Securities, the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders. The foregoing limitations shall not apply to a suit instituted by a Holder of a Security for enforcement of payment of the principal of and premium, it any, or interest on such HoldersSecurity on or after the respective due dates expressed in such Security.

Limitation on Suits. No Holder of any Securities of any series shall Subordinated Note will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or any Subordinated Notes, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderunder this Indenture, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesSubordinated Notes; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall Subordinated Notes will have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderunder the Indenture; (3) such Holder or Holders have offered to the Trustee reasonable security or and indemnity reasonably satisfactory to the Trustee against the costs, expenses expenses, and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request request, and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that seriesSubordinated Notes; it being understood and intended that no one or more of such Holders shall will have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb disturb, or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided in this Indenture and for the equal and ratable benefit of all of such Holders.

Limitation on Suits. No Holder of any Securities of any series Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that seriesDefault; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 90 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 6090-day period by the Holders of a majority in principal amount of the Outstanding Securities of that seriesSecurities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. No Holder of any Securities of any ------------------- series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (1a) such Holder has previously given written notice to the Trustee of a continuing Event of Default or Covenant Default with respect to the Securities of that series; (2b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or such Covenant Default in its own name as Trustee hereunder; (3c) such Holder or Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding; and (5e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securitiessuch Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.