Common use of Limitation on Suits Clause in Contracts

Limitation on Suits. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. 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: (a1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (b2) the Holders of not less than a majority 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; (c3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e5) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities 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. Subject to Section 5.8, no No Holder of any Securities 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of such series; (b) the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of Default shall have occurred and be continuing, considered as one class, 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; (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has shall have been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities of all series in respect of which an Event of Default shall have occurred and be continuing, considered 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 to affect, disturb or prejudice 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. Subject to Section 5.8, no No Holder of any Securities Security of any series shall have any right to institute institute, or to order or direct the Trustee to institute, any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunderhereunder with respect to such Security, unless: (aA) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (bB) the Holders of not less than a majority 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; (cC) 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 or reasonably probable to be incurred in compliance with such request; (dD) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (eE) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities 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 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 SecuritiesSecurities of that 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 Holdersthe Holders of Securities of that series.

Limitation on Suits. Subject to Section 5.8, no No Holder of any Securities Note 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, 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: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities 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; (ciii) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costsany loss, expenses and liabilities liability or expense to be incurred in compliance with such request; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60 calendar day period by the Holders of a majority in aggregate principal amount of the Outstanding Securitiesoutstanding 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 IndentureIndenture (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), except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. Subject to Section 5.8, no No Holder of any Securities Note 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, 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: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities applicable series of 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; (ciii) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costsany loss, expenses and liabilities liability or expense to be incurred in compliance with such request; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securitiesapplicable series of outstanding 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. Subject to Section 5.8, no No Holder of any Securities 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of such series; (b) the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of Default shall have occurred and be continuing, considered as one class, 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; (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has shall have been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities of all series in respect of which an Event of Default shall have occurred and be continuing, considered 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 to affect, disturb or prejudice 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. Subject to Section 5.8, no No Holder of any Securities 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDebt Securities of such series; (b) the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of all series in respect of which an Event of Default shall have occurred and be continuing, considered as one class, 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; (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has shall have been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesDebt Securities of all series in respect of which an Event of Default shall have occurred and be continuing, considered 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 to affect, disturb or prejudice 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. Subject to Except as provided in Section 5.84.07, no Holder of any Securities Noteholder 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a1) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b2) the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Requisite Global Majority 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; (c3) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable adequate indemnity or security satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d4) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity or security has failed to institute any such proceeding for sixty (60) daysproceeding; and (e5) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders an Event of a majority in aggregate principal amount of the Outstanding SecuritiesDefault 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. 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (b) the Holders of not less than a majority 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities 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. Subject to Section 5.8, no Holder of any Securities Senior Notes 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSenior Notes; (b) the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Senior 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSenior 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 SecuritiesSenior Notes, 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. Subject to Section 5.8, no No Holder of any Securities shall have any right to institute any proceedingproceed- ing, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of such series; (b) the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of Default shall have occurred and be continuing, considered as one class, 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; (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has shall have been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities of all series in respect of which an Event of Default shall have occurred and be continuing, considered 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 to affect, disturb or prejudice 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. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60) day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject Except to Section 5.8enforce rights in the case of an Event of Default specified in Sections 8.01(a) or 8.01(b), no Holder of any Securities Security 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (ai) such Holder has previously given written notice to the Trustee of a continuing an Event of Default with respect to the Securitiesthat is continuing; (bii) the Holder or Holders of not less than a majority 25% in aggregate principal amount of the Outstanding outstanding Securities shall have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (ciii) such Holder or Holders have offered to the Trustee reasonable indemnity or security reasonably satisfactory to it against the costsany loss, expenses and liabilities to be incurred in compliance with such requestliability or expense; (div) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security has failed to institute any such proceeding for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding 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 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. Subject to Section 5.8To the fullest extent permitted by applicable law, no Holder of any Securities shall Note of any Series, Class or Tranche will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a custodian, receiver, assignee, trustee, liquidator, sequestrator (receiver or other trustee or similar official) , or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to the SecuritiesNotes of such Series, Class or Tranche; (b) the Holders of not less than a majority 66-2/3% in aggregate principal amount Outstanding Dollar Principal Amount of the Outstanding Securities shall Notes of such Series, Class or Tranche 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; (c) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;; and (d) the Indenture Trustee, for 60 days after the Indenture Trustee after its receipt of has received such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securitiesproceeding; it being understood and intended that no one or more Holders of Notes of such Holders shall Series, Class or Tranche 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 of such Series, Class or Tranche, 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, Class or Tranche.

Limitation on Suits. Subject to Section 5.8, no No Holder of any Securities Security 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, 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 5.01(a) or 5.01(b)), unless: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the 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; (ciii) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (div) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (ev) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the 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 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. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities, as herein before provided; (b) the Holders of not less than a majority 25% in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, under or with respect to this Indenture or the relevant Securities, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (ai) such Holder has shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (bii) the Holders of not less than a majority 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; (ciii) such Holder or Holders shall have offered to the Trustee reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred in compliance with such request; (div) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such proceeding for sixty (60) daysproceeding; and (ev) no direction inconsistent with such written request has shall have been given to the Trustee pursuant to Section 5.12 during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities 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. Subject to Section 5.8, no No Holder of any Securities Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a custodian, 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 8.01(a), Section 8.01(b) or Section 8.01(c)) unless: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holder or Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the Outstanding Securities 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; (ciii) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costsany loss, expenses and liabilities to be incurred in compliance with such requestliability or expense; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the Outstanding Securitiesoutstanding 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. Subject to Section 5.8, no No Holder of any Securities Note 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, 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: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities 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; (ciii) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costsany loss, expenses and liabilities liability or expense to be incurred in compliance with such request; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60 calendar day period by the Holders of a majority in aggregate principal amount of the Outstanding Securitiesoutstanding 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 IndentureIndenture (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), except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. Subject to Section 5.8, no 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 custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (b) the Holders of not less than a majority 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; (c) such Holder or Holders have offered 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; (d) the Trustee for 60 days after its receipt of such notice, request and offer and, if requested, provision of indemnity security or indemnity, has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities 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. Subject to Section 5.8, no No Holder of any Securities Security of any series shall have any right to institute any proceeding, judicial or otherwise, under or with respect to this Indenture or the relevant Securities, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (ai) such Holder has shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities;Securities of that series; (bii) the Holders of not less than a majority 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;hereunder; (ciii) such Holder or Holders shall have offered to the Trustee reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred in compliance with such request;request; (div) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such proceeding for sixty (60) days; proceeding; and (ev) no direction inconsistent with such written request has shall have been given to the Trustee pursuant to Section 5.12 during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities; 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. Subject to Section 5.8, no 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 applicable Guarantee, the Securities of such series or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such the Holder has previously initiating the proceeding shall have given the Trustee written notice to the Trustee of a continuing that an Event of Default has occurred and remains uncured with respect to the SecuritiesSecurities of such series; (b) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities of 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; andproceeding; (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities 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. Subject to Section SECTION 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSenior Notes; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Except as provided in Section 5.86.07 or 6.08, no Holder of Debentures of any series or holder of Preferred Securities shall have 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 custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, Debentures unless: (a) 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 Securitiescorresponding Debentures of such series has occurred and is continuing; (b) the Holders of at least 25% in aggregate principal amount of the outstanding Debentures of that series or the holders of at least 25% in aggregate liquidation amount of such Preferred Securities make a written request to the Trustee to pursue a remedy; (c) the Holders of Debentures of such series or the holders of such Preferred Securities provide to the Trustee reasonable security and indemnity against any loss, liability or expense satisfactory to the Trustee; (d) the Trustee does not less than comply with the request within 60 days after receipt by a Responsible Officer of the Trustee of the written notice, the written request and the offer of security and indemnity; and (e) during such 60 day period, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities shall have made written request to Debentures of that series or the Trustee to institute proceedings in respect holders of such Event of Default in its own name as Trustee hereunder; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of at least a majority in aggregate principal liquidation amount of such Preferred Securities do not give the Outstanding Securities; Trustee a written 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. Subject to Section 5.8, no No Holder of any Securities Note 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, 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: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities 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; (ciii) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costsany loss, expenses and liabilities liability or expense to be incurred in compliance with such request; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securitiesoutstanding 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. Subject Except to Section 5.8enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder of a Note shall pursue any Securities shall have any right to institute any proceeding, judicial or otherwise, remedy 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 hereunderNotes, unless: (a1) such Holder has previously given the Trustee written notice to the Trustee of a continuing that an Event of Default with respect to the Securitiesis continuing; (b2) the Holders of not less than a majority at least 25.00% in aggregate principal amount of the Outstanding Securities shall Notes have made written request to requested in writing the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderpursue the remedy; (c3) such Holder or Holders have offered and, if requested, provided 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; (d4) the Trustee does not comply with such request within 60 days after its receipt of such notice, the request and the offer of indemnity has failed to institute any such proceeding for sixty (60) dayssecurity or indemnity; and (e5) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the 60-day period, Holders of a majority in aggregate principal amount of the Outstanding Securities; Notes do not give the Trustee a direction inconsistent with such 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 the Note 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 Note 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. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no 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 custodian, receiver, assignee, trustee, liquidator, liquidator or sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder Hxxxxx has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (b) the Holders of not less than a majority 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; (c) such Holder or Holders have offered 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; (d) the Trustee for 60 days after its receipt of such notice, request and offer and, if requested, provision of indemnity security or indemnity, has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities; 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. Subject to Section 5.8, no 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 custodian, receiverliquidator, assignee, sequestrator, receiver, trustee, liquidator, sequestrator (or other similar official) , or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (b) the Holders of not less than a majority 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the Trustee in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities 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. Subject to Section 5.8, no 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 custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority 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 hereunderpursue the remedy; (c) such Holder or Holders described in (b) above have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee does not comply with the request within 60 days after its receipt of such notice, the request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysindemnity; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the 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 or any Security to affect, disturb or prejudice the rights of any other Holders of SecuritiesHolder, or to obtain or to seek to obtain priority or preference over any other of such Holders Holder 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. Subject to Section 5.8, no No Holder of any Securities Security 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, 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 5.01(a) or 5.01(b)), unless: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the 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; (ciii) such Holder or Holders have offered to the Trustee reasonably satisfactory advancement of reasonable expenses and indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; provided that this obligation of such Holder or Holders shall survive termination of the trust and removal or resignation of the Trustee (other than for gross negligence or willful misconduct with respect to the performance of its duties hereunder); (div) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (ev) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the 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 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. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities as herein before provided; (b) the Holders of not less than a majority 25% in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8the provisions of this Indenture and the Security Documents relating to the duties of the Trustee and the Collateral Agent, in case an Event of Default occurs and is continuing, neither the Trustee nor the Collateral Agent will be under any obligation to exercise any of the rights or powers under this Indenture or any Security Document at the request or direction of any Holders unless such Holders have offered to the Trustee or the Collateral Agent, as the case may be, reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder of may pursue any Securities shall have any right to institute any proceeding, judicial or otherwise, remedy 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, Notes unless: (a1) such Holder has previously given written notice to the Trustee of a continuing notice that an Event of Default with respect to the Securitiesis continuing; (b2) the Holders of not less than a majority at least 25% in aggregate principal amount of the Outstanding Securities shall then 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; (c3) such Holder or Holders have offered to the Trustee reasonable indemnity security against the costsany loss, expenses and liabilities to be incurred in compliance with such requestliability or expense; (d4) the Trustee has not complied with such request within 60 days after its the receipt of such notice, the request and the offer of indemnity has failed to institute any such proceeding for sixty (60) dayssecurity or indemnity; and (e5) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities; it being understood and intended then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period, provided, 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. 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 or for the appointment of a custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (b) the Holders of not less than 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) 60 days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities 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 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 Holders.

Limitation on Suits. Subject to Section 5.8, no Holder of any Securities Senior Notes 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSenior Notes; (b) the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Senior 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60)–day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSenior 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 SecuritiesSenior Notes, 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. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) 60 days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities; [TPW: NYLEGAL:665375.4] 20965-00009 07/19/2007 07:27 PM 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. Subject to Section 5.8, no Holder No Owner of any Securities Bond shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a custodianreceiver or Trustee, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: unless (a) such Holder has Owner shall have previously given written notice to the Trustee of a continuing Event event of Default with respect to the Securities; default, (b) the Holders Owners of not less than a majority in 25% of the aggregate principal amount of the Bonds then Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event event of Default default in its own name as Trustee hereunder; , (c) such Holder Owner or Holders Owners shall have offered afforded to the Trustee reasonable indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; , (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such proceeding for sixty (60) days; and proceedings, and (e) no direction inconsistent with such written request has shall have been given to the Trustee during such sixty (60)-day 60 day period by the Holders Owners of a majority in of the aggregate principal amount of the Outstanding SecuritiesBonds then Outstanding; it being understood and intended that no one or more of such Holders Owners 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 SecuritiesOwner, or to obtain or to seek to obtain priority or preference over any other of such Holders Owner 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 Owners.

Limitation on Suits. Subject to Except as provided in Section 5.84.07, no Holder of any Securities Noteholder 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a1) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b2) the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities Requisite Global Majority 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; (c3) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable adequate indemnity or security satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d4) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security has failed to institute any such proceeding for sixty (60) daysproceeding; and (e5) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders an Event of a majority in aggregate principal amount of the Outstanding SecuritiesDefault 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. Subject to Section 5.8, no No Holder of any Securities Security shall have any right to institute any proceeding, proceeding judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing an Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority 25% in aggregate principal amount of the 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; (c) if requested by the Trustee, such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (ed) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities; it being understood and intended that no one or more of such Holders shall have any right (x) in any manner whatever 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 (y) to enforce any right under this Indenture, except (i) in the manner herein provided and for the equal and ratable benefit of all such Holdersthe Holders and (ii) in accordance with the terms of the Intercreditor Agreement.

Limitation on Suits. Subject to Section 5.8, no Holder of any Securities 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: : (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; ; (b) the Holders of not less than a majority in aggregate principal amount of the 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; ; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; ; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable sufficient funds and security and indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the 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 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. 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 custodian, receiver, assignee, trustee, liquidator, sequestrator sequestor (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (b) the Holders of not less than 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days60 days ; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities 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 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 of such Holders.

Limitation on Suits. Subject to Except as otherwise provided in Section 5.85.08, 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 custodian, receiver, assignee, trustee, liquidator, liquidator or sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Such Holder has previously given written notice to the Trustee of a continuing Event of Default, specifying an Event of Default with respect to the SecuritiesSecurities of such series; (b) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities of 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysindemnity; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities of 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 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. Subject to Section 5.8, no No Holder of any Securities Note 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesNotes; (b) the Holders registered holders of not less than a majority 25% in aggregate principal amount of the Notes and the Convertible Notes, considered as a single class, then 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;, (c) 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; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders registered holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes and the Convertible Notes, considered as a single class, 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 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. Subject to Except as otherwise provided in Section 5.85.08, 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 custodian, receiver, assignee, trustee, liquidator, liquidator or sequestrator (or other similar official) or for any other remedy hereunder, unless: (a1) such Such Holder has previously given written notice to a Responsible Officer of the Trustee of a continuing Event of Default, specifying an Event of Default with respect to the SecuritiesSecurities of such series; (b2) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities of 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; (c3) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d4) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysindemnity; and (e5) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities of 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, 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 10.01(a) or Section 10.01(b)), unlessunless permitted under Article 5 hereof, and: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders of not less than a majority at least 25% in aggregate principal amount Principal Amount of the 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; (ciii) 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; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the 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 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. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder Xxxxxx has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing an Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority 25% in aggregate principal amount of the 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; (c) if requested by the Trustee, such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (ed) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities; it being understood and intended that no one or more of such Holders shall have any right (x) in any manner whatever 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 (y) to enforce any right under this Indenture, except (i) in the manner herein provided and for the equal and ratable benefit of all such Holdersthe Holders and (ii) in accordance with the terms of the Intercreditor Agreement.

Limitation on Suits. Subject to Section 5.8, no No Holder of any Securities Security 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b2) the Holders of not less than a majority at least 25% in aggregate principal amount of the 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; (c) such Holder or Holders hereunder and shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities or security satisfactory to be incurred in compliance with such requestit; (d3) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e4) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the 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 Indenture, any Security 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 (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), any Security or any Guarantee, except in the manner herein provided and for the equal and ratable benefit of all such the Holders.

Limitation on Suits. Subject to Section SECTION 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities;; 37 (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities, as herein before provided; (b) the Holders of not less than a majority 25% in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the 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 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.any

Limitation on Suits. Subject to Section 5.8, no (a) No Holder of any Securities Security 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, 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 10.01(a) or Section 10.01(b)), unless: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the 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; (ciii) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the 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 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. Subject to Section 5.8, no 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 custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default or Default with respect to the SecuritiesSecurities of such series; (b) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Default in its own name as Trustee hereunder; (c) 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; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities of 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 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 of such HoldersHolders of Securities of such series.

Limitation on Suits. Subject to Other than as specified in Section 5.85.07, no Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with in respect to of this Indenture Indenture, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless, but in any such event subject to Sections 5.11 and 5.12: (a) such Holder has the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee in its own name as Trustee hereunder; (c) , and such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to the Trustee against the costs, expenses expenses, and liabilities to be incurred in compliance with such request; (dc) the Trustee for 15 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding for sixty (60) days; andproceeding; (ed) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 15-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesRequired Holders; and (e) 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. Subject to Section 5.8, no 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 custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) 1. such Holder has previously given written notice to the Trustee of a continuing notice that an Event of Default with respect to the Securitiesis continuing; (b) the 2. Holders of not less than a majority at least 25% in aggregate principal amount of the then Outstanding Securities shall of that series have made written request requested the Trustee to pursue the remedy; 3. Holders of the Securities of that series have offered the Trustee security or indemnity satisfactory to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunderagainst any loss, liability or expense; (c) such Holder or Holders have offered to 4. the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance has not complied with such request; (d) request within 60 days after the Trustee after its receipt of such notice, request thereof and the offer of indemnity has failed to institute any such proceeding for sixty (60) dayssecurity or indemnity; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the 5. Holders of a majority in aggregate principal amount of the then Outstanding SecuritiesSecurities of that series 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 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 (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. Subject to Section 5.8, no 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 of any series, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (b) the Holders of not less than a majority at least 25% in aggregate principal amount of the Outstanding Securities of all series with respect to which the Event of Default has occurred 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity and/or security satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities of all series with respect to which an Event of Default has occurred; 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 themselves 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 IndentureIndenture (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), except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. Subject to Section 5.8, no Holder of any Securities 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, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Fifth Supplemental Indenture, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) an Event of Default shall have occurred and be continuing and such Holder Xxxxxx has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesNotes; (b) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities Notes 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 hereunder; (c) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its the Trustee’s receipt of such notice, request and offer of indemnity indemnity, has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority or more in aggregate principal amount of the Outstanding SecuritiesNotes; 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, Notes 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. Subject to Section 5.85.9, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a1) 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 Securitiestime of such institution; (b2) the Holders of not less than a majority 25% in aggregate principal amount of the 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; (c3) such Holder or Holders have offered to the Trustee Trustee, and if requested, shall have provided, reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d4) the Trustee for 60 days after its receipt of such noticenotice under Section 5.7(1), request under 5.7(2) and offer of indemnity (or if requested, receipt of indemnity) under Section 5.7(3) has failed to institute any such proceeding for sixty (60) daysproceeding; and (e5) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60 day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no 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 custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder Xxxxxx has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (b) the Holders of not less than a majority 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities of that series; 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 provided and for the equal and ratable benefit of all such Holders.

Limitation on Suits. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, 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 10.01(a) or Section 10.01(b)), unless: (ai) such Holder has previously given written notice to the Trustee of a continuing an Event of Default with respect to the Securitiesthat is continuing; (bii) the Holder or Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the Outstanding outstanding Securities shall have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (ciii) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costsany loss, expenses and liabilities to be incurred in compliance with such requestliability or expense; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the Outstanding 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, 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 5.01(a) or Section 5.01(b)), unless: (a) such Holder has previously given written notice to the Trustee and the Co-Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the Outstanding Securities shall have made written request to the Trustee and the Co-Trustee to institute proceedings in respect of such Event of Default in its their own name names as Trustee and Co-Trustee, respectively, hereunder; (c) such Holder or Holders have offered to the Trustee reasonable and the Co-Trustee indemnity reasonably satisfactory to them against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee and the Co-Trustee for 60 days after its their receipt of such notice, request and offer of indemnity has have failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request (in the opinion of the Trustee and the Co-Trustee) has been given to the Trustee or the Co-Trustee during such sixty (60)-day 60¬day period by the Holders of a majority in aggregate principal amount Principal Amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing an Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority 25% in aggregate principal amount of the 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; (c) if requested by the Trustee, such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (ed) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever 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. Subject to Section 5.8, no Holder No Owner of any Securities Certificate shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture Trust Agreement, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: unless (a) such Holder has Owner shall have previously given written notice to the Trustee of a continuing Event event of Default with respect to the Securities; default, (b) so long as the Holders Insurer is not in default in its payment obligations under the Insurance Policy, such Owner shall have obtained the Insurer’s consent to such institution or appointment, (c) the Owners of not less than a majority in 25% of the aggregate principal amount of the principal evidenced by Certificates then Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event event of Default default in its own name as Trustee hereunder; , (cd) such Holder Owner or Holders Owners shall have offered afforded to the Trustee reasonable indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; , (de) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such proceeding for sixty proceedings, and (60) days; and (ef) no direction inconsistent with such written request has shall have been given to the Trustee during such sixty (60)-day 60 day period by the Holders Owners of a majority in of the aggregate principal amount of the Outstanding Securitiesprincipal evidenced by Certificates then Outstanding; it being understood and intended that no one or more Owners of such Holders Certificates shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture Trust Agreement to affect, disturb or prejudice the rights of any other Holders Owner of SecuritiesCertificates, or to obtain or to seek to obtain priority or preference over any other of such Holders Owner or to enforce any right under this IndentureTrust Agreement, except in the manner herein provided and for the equal and ratable benefit of all such Holdersthe Owners of Certificates.

Limitation on Suits. Subject to Section 5.8, no No Holder of any Securities Security shall have any right to order or direct the Trustee to institute any proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of to appoint a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for to institute any other remedy hereunder, unless: (a1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b2) the registered Holders of not less than a majority 25% in aggregate principal amount of the Outstanding then 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; (c) such Holder or Holders have hereunder and offered to the Trustee reasonable indemnity against the costs, expenses and liabilities reasonably satisfactory to be incurred in compliance with it to institute such request;proceeding as Trustee; and (d3) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with or pursue any remedies and such written request has been given to Trustee shall not have received from the Trustee during such sixty (60)-day period by the registered Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities then outstanding a direction inconsistent with such request; it being understood and intended (i) 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 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 and (ii) such Holderslimitations do not apply to a suit instituted by a Holder of Securities for enforcement of payment of the principal of, and premium, if any, or interest, including Liquidated Damages, if any, and Additional Amounts, if any, on, such Security on or after the respective due dates expressed in such Security.

Limitation on Suits. Subject to Section 5.8, no No Holder of any Securities Security 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 custodian, 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 4.01(a) or Section 4.01(b)), unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, 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: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of pursue such Event of Default remedy in its own name as Trustee hereunder; (ciii) such Holder or Holders have offered provided to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costsexpenses, expenses losses and liabilities to be incurred in compliance with such request; (div) the Trustee for 60 days after its receipt of such notice, request and offer provision of security or indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the 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 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. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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;, (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a custodian, 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 9.01(a), Section 9.01(b) or Section 9.01(c)) unless: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holder or Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the Outstanding Securities outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its is own name as Trustee hereunder; (ciii) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costsany loss, expenses and liabilities to be incurred in compliance with such requestliability or expense; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the Outstanding Securitiesoutstanding 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. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60) day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Security Documents, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; (cb) such Holder or Holders have offered to the Trustee reasonable and customary indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (dc) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (ed) no written direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes; 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. Subject to Section 5.8, no Holder of any Securities 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: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (bii) the Holders of not less than a majority in aggregate principal amount of the 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; (ciii) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (div) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (ev) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, 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 8.01(a) or Section 8.01(b)), unless: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holder or Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the Outstanding 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; (ciii) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costsany loss, expenses and liabilities to be incurred in compliance with such requestliability or expense; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the Outstanding 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 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. 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 custodian, receiver, assignee, trustee, liquidator, sequestrator sequestor (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesSecurities of that series; (b) the Holders of not less than 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) 60 days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities 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 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 of such Holders.

Limitation on Suits. Subject to Section 5.8, no Holder of any Securities 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities, as hereinbefore provided; (b) the Holders of not less than a majority 25% in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no Holder of any Securities (a) No Securityholder 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (ai) such Holder Securityholder has previously given written notice to the Trustee of a continuing Event default (other than a Payment Default) in the performance, or breach, of Default with respect to any covenant, warranty or agreement of the SecuritiesIssuer in this Indenture; (bii) the Holders Securityholders of not less than a majority 25% in aggregate principal amount Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default default or breach in its own name as Trustee hereunder; (ciii) such Holder Securityholder or Holders Securityholders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (div) the Trustee for 60 (sixty) days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (ev) no direction inconsistent with such written request has been given to the Trustee during such sixty 60 (60)-day sixty) day period by the Holders Securityholders of a majority in aggregate principal amount Principal Amount of the Outstanding Securities; it being understood and intended that no one or more of such Holders Securityholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture hereof to affect, disturb or prejudice the rights of any other Holders of SecuritiesSecurityholder, or to obtain or to seek to obtain priority or preference over any other of such Holders Securityholder or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersSecurityholders. The provisions of this Section 5.6 shall not apply to the institution of bankruptcy proceedings against the Issuer in accordance with Section 5.1.

Limitation on Suits. Subject to Section 5.8, no No Holder of any Securities Obligation shall have any right to institute any proceeding, judicial or otherwise, under or with respect to this Indenture Indenture, or for the appointment of a custodian, receiver, assignee, trustee, liquidator, sequestrator (receiver or other similar official) trustee or for any other remedy hereunder, unless: (a) A. such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b) B. the Holders of not less than a majority twenty-five percent (25%) in aggregate principal amount of the Outstanding Securities Obligations 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; (c) C. such Holder or Holders (other than the United States of America or its agencies or instrumentalities) have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) D. the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity indemnity, if any is required pursuant to subsection (C) above, has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) E. no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60) day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesObligations; it being understood and intended that no one or more Holders of such Holders Obligations 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 SecuritiesObligations, 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 HoldersOutstanding Indenture Obligations.

Limitation on Suits. Subject to Section 5.8, no No Holder of any Securities Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a custodian, 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 9.01(a), Section 9.01(b) or Section 9.01(c)) unless: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holder or Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the Outstanding Securities 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; (ciii) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costsany loss, expenses and liabilities to be incurred in compliance with such requestliability or expense; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the Outstanding Securitiesoutstanding 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. Subject to Section 5.8the Equal Priority Intercreditor Agreement and except to enforce the right to receive payment of principal, premium, if any, or interest when due or after when due, no Holder of shall pursue any Securities shall have any right to institute any proceeding, judicial or otherwise, remedy 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 hereunderNotes, unless: (a1) such Holder has previously given the Trustee written notice to the Trustee of a continuing that an Event of Default with respect to the Securitiesis continuing; (b2) the Holders of not less than a majority at least 30% in aggregate principal amount of the total Outstanding Securities shall Notes have made written request requested the Trustee in writing to pursue the remedy; (3) Holders have offered and, if requested, provided to the Trustee indemnity or security reasonably satisfactory to institute proceedings in respect of such Event of Default in its own name as the Trustee hereunderagainst any loss, liability or expense; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d4) the Trustee has not complied with such request within 60 days after its the receipt of such notice, request thereof and the offer of indemnity has failed to institute any such proceeding for sixty (60) dayssecurity or indemnity; and (e5) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the total Outstanding Securities; 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 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 (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. Subject to Section 5.8, no No Holder of any Securities Security 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a1) 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 Securitiestime of such institution; (b2) the Holders of not less than a majority 25% in aggregate principal amount of the 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; (c3) such Holder or Holders have offered to the Trustee, and if requested, shall have provided, indemnity satisfactory to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity (or if requested, receipt of indemnity) has failed to institute any such proceeding for sixty (60) daysproceeding; and (e5) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities; Securities during that 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, 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 5.01(a) or 5.01(b)), unless: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the 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; (ciii) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;; 38 (div) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (ev) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Notes 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities 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; (cb) such Holder or Holders have offered to the Trustee reasonable indemnity indemnity, satisfactory to the Trustee in its reasonable discretion, against the costs, expenses and liabilities to be incurred in compliance with such request; (dc) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (ed) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes; 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 Note or any Note 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 Note or any Note 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. Subject to Section 5.8, no No Holder of any Securities Obligation shall have any right to institute any proceeding, judicial or otherwise, under or with respect to this Indenture Indenture, or for the appointment of a custodian, receiver, assignee, trustee, liquidator, sequestrator (receiver or other similar official) trustee or for any other remedy hereunder, unless: (a) A. such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b) B. the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities Obligations 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; (c) C. such Holder or Holders (other than the United States of America or its agencies or instrumentalities) have offered to the Trustee reasonable indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) D. the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity indemnity, if any is required pursuant to paragraph C, has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) E. no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60) day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesObligations; it being understood and intended that no one or more Holders of such Holders Obligations 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 Holders of SecuritiesObligations, 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 HoldersOutstanding Secured Obligations.

Limitation on Suits. Subject to Section 5.8, no Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a EXHIBIT D custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no Holder of any Securities Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a custodianreceiver or Trustee, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a1) such Holder has previously given the Trustee written notice to the Trustee of a continuing that an Event of Default with respect to the Securitiesis continuing; (b2) the Holders of not less than a majority at least 25% in aggregate principal amount of the Outstanding Securities shall Notes have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (c) such Holder or Holders have pursue the remedy, and offered and, if requested, provided 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; (d3) the Trustee has failed to initiate such proceeding within 120 days after its the receipt of such the notice, request and offer of indemnity has failed referred to institute any in (1) and (2) above and such proceeding for sixty (60) daysoffer of indemnity; and (e4) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities; Notes have not given the Trustee a direction inconsistent with such request within such 120-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 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 (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. Subject to Section 5.8, no Holder of any Securities No Noteholder shall have any right to institute any proceedingproceedings, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) the Required Noteholders have made a written request to the Indenture Trustee to institute such Holder has proceeding in its own name as indenture trustee; (b) the Required Noteholders have previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to the Securities; (b) the Holders of not less than a majority in aggregate principal amount of the 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 hereunderDefault; (c) such Holder or Holders the Required Noteholders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysProceeding; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount all of the Outstanding Securities; Managing Agents, 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 of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, 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 provided. The Noteholders and for the equal and ratable benefit of all such HoldersManaging Agents will only be entitled to institute or prosecute any action against the NMCI Contract Obligor in connection with any recovery with respect to the Contract Payments or any part thereof to the extent permitted by applicable law.

Limitation on Suits. Subject to Section 5.8, no No Holder of any Securities Security 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, 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 Sections 9.01(a), (b), (d) and (g)), unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities shall have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (c) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities Security 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, 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: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority at least 25% in aggregate principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of pursue such Event of Default remedy in its own name as Trustee hereunder; (c) such Holder or Holders have offered provided to the Trustee reasonable security or indemnity reasonably satisfactory to the Trustee against the costsexpenses, expenses losses and liabilities to be incurred in compliance with such request; (d) the Trustee Trustee, for 60 days after its receipt of such notice, request and offer provision of indemnity adequate security or indemnity, has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the 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 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. Subject to Except as otherwise provided in Section 5.85.08, 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 custodian, receiver, assignee, trustee, liquidator, liquidator or sequestrator (or other similar official) or for any other remedy hereunder, unless: (a1) such Such Holder has previously given written notice to the Trustee of a continuing Event of Default, specifying an Event of Default with respect to the SecuritiesSecurities of such series; (b2) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities of 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; (c3) such Holder or Holders have offered offered, and if requested, provided to the Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d4) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysindemnity; and (e5) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesSecurities of 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 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. Subject Except to Section 5.8enforce the right to receive payment of principal or, premium, if any, or interest or Additional Interest, if any, when due, no Holder of any Securities Notes 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, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b2) the such Holders of not less than a majority at least 25% in aggregate principal amount of the Outstanding Securities 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; (c3) such Holder or Holders have offered offer the Trustee indemnity satisfactory to the Trustee reasonable indemnity against the any costs, expenses and liabilities to be incurred in compliance with such requestliability or expense; (d4) the Trustee does not comply with the request within 60 days after its receipt of such notice, the request and the offer of indemnity has failed to institute any such proceeding for sixty (60) daysindemnity; and (e5) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes do not give the Trustee a direction that 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 Securities(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), 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. Subject Except to the extent provided in Section 5.8808 hereof, no Holder Noteholder of any Securities a Series shall have any the right to institute any proceeding, judicial or otherwiseProceeding, with respect to this Indenture Indenture, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (ai) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders Control Party of not less than a majority in aggregate principal amount of the Outstanding Securities such Series shall have made written request to the Indenture Trustee to institute proceedings Proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such requestrequest (the unsecured indemnity of a Rated Institutional Noteholder being deemed satisfactory for such purpose); (div) the Indenture Trustee has, for 30 days after its receipt of such notice, request and offer of indemnity has security or indemnity, failed to institute any such proceeding for sixty (60) daysProceeding; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 30 day period by the Holders Control Party of a majority in aggregate principal amount of the Outstanding Securitiessuch Series; it being understood and intended that no one or more of such Holders Noteholders 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 SecuritiesNoteholder, or to obtain or to seek to obtain priority or preference over any other of such Holders Noteholder (except to the extent provided in the related Supplement) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such HoldersNoteholders of a Series.

Limitation on Suits. Subject to Section 5.8, no No Holder of any Securities 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, 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 7.02(a), 7.02(b) or 7.02(c)), unless: (ai) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (bii) the Holders of not less than a majority 25% in aggregate principal amount of the Outstanding Securities 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; (ciii) such Holder or Holders have offered to the Trustee reasonable indemnity or security reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (div) 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 for sixty (60) daysproceeding; and (ev) no direction direction, in the opinion of the Trustee, inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding SecuritiesNotes; 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 (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. Subject to Section 5.8, no No Holder of any Securities Security 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, 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 5.01(a) or Section 5.01(b)), unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the SecuritiesDefault; (b) the Holders of not less than a majority 25% in aggregate principal amount Principal Amount of the 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; (c) such Holder or Holders have offered to the Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) daysproceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day 60-day period by the Holders of a majority in aggregate principal amount Principal Amount of the 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 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. Subject to Section 5.8, no No Holder of any Securities a Note shall have any right to institute any proceedingProceedings, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a custodian, receiver, assignee, receiver or trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Indenture Trustee and the Note Insurer of a continuing Event of Default with respect to the SecuritiesDefault; (b) the Holder or Holders of the Notes representing not less than a majority in aggregate principal amount 25% of the Note Principal Balance of the Outstanding Securities Note shall have made written request to the Indenture Trustee to institute proceedings Proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have has offered to the Indenture Trustee reasonable indemnity in full against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee Indenture Trustee, for sixty (60) days after its receipt of such notice, request and offer of indemnity indemnity, has failed to institute any such proceeding for sixty (60) days; andProceeding; (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60) day period by the Holders of a majority in aggregate principal amount Noteholder; and (f) the consent of the Outstanding SecuritiesControlling Party shall have been obtained; it being understood and intended that no one or more of such Holders Noteholder 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 Holder of Securities, the Note 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 Holdersthe Noteholder.