Common use of Payment of Notes on Default; Suit Therefor Clause in Contracts

Payment of Notes on Default; Suit Therefor. The Issuer covenants that (a) if default shall be made in the payment of any installment of interest upon the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if default shall be made in the payment of the principal of, and premium, if any, on the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer will pay to the Trustee, for the benefit of the Holders, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agent, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Notes, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.13, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if in case default shall be made in the payment of any installment of interest upon any of the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if in case default shall be made in the payment of the principal of, and of or premium, if any, on any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon in connection with any redemption or repurchase, under this Indenture, by declaration or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders, the whole amount that then shall have become due and payable on all such Notes for principal, principal and premium, if any, or interest, if any, or both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the rate borne by the Notes; Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agentagents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence hereunder. Until such demand by the Trustee, the Company may pay the principal of and premium, if any, and interest on the Notes to the Holders, whether or bad faithnot the Notes are overdue. If In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee Trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, Notes wherever situated, situated the moneys monies adjudged or decreed to be payable. If In the case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effectTitle 11 of the United States Code, or if any other applicable law, or in case a receiver receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or such other obligor on upon the Notes, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.137.2, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest, if any, interest owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expensesany amounts due the Trustee under Section 8.6, and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation reasonable compensation, expenses, advances and expenses or otherwise pursuant to Section 7.07disbursements, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses expenses, advances and counsel fees and expenses disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneysmonies, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders. In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders, and it shall not be necessary to make any Holders of Notes in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if default a Default shall be made in the payment of any installment of interest upon the Notes then outstanding as and when the same shall become due and payable, and such default Default shall have continued for a period of 30 days, or (b) if default a Default shall be made in the payment of the principal of, and premium, if any, on of any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the HoldersHolders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, principal or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a the reasonable compensation to costs and expenses of the Trustee, its agentagents, attorneys and counsel, counsel and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the Notes Company and collect in the manner provided by law out of the property of the Issuer or any other obligor on the NotesCompany, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes Company under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligorCompany, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the NotesCompany, or to the creditors or property of the Issuer or such other obligorCompany, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.1310.2, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, principal and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the NotesCompany, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and reasonable expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution11.7 hereof for reasonable expenses. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer covenants that (a) if default shall be made in the payment of any installment of interest and Additional Interest, if any, upon the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if default shall be made in the payment of the principal of, and premium, if any, on the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Senior Trustee, the Issuer will pay to the Senior Trustee, for the benefit of the Holders, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, or interestinterest and Additional Interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interestinterest and Additional Interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Senior Trustee, its agent, attorneys and counsel, and any expenses or liabilities incurred by the Senior Trustee hereunder other than through its negligence or bad faith. If the Issuer shall fail forthwith to pay such amounts upon such demand, the Senior Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Notes, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Senior Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Senior Trustee shall have made any demand pursuant to the provisions of this Section 5.13, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, interest and interestAdditional Interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Senior Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Senior Trustee, and, if the Senior Trustee shall consent to the making of such payments directly to the Holders, to pay to the Senior Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Senior Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Senior Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a1) if in case default shall be made in the payment of any installment of interest upon on any of the Notes as and when the same shall become due and payable, payable and such default shall have continued for a period of 30 days, or (b2) if in case default shall be made in the payment of the principal of, of and premium, if any, on any of the Notes as and when the same shall have become due and payable, whether at upon maturity of the Notes or upon redemption or purchase by the Company pursuant to Article 6 or upon declaration or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, Trustee for the benefit of the Holders, holders of the Notes the whole amount that then shall have become due and payable payable, on all such Notes for principal, principal of and premium, if any, or interest, if any, or bothany or all of them, as the case may be, with interest upon the overdue principal and installments of interest (to the extent that payment of such interest is enforceable under applicable permitted by law) upon the overdue installments of interest, if any, at the rate of interest borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agentagents, attorneys and counsel, and any expenses expense or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on upon the Notes Notes, and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on upon the Notes, Notes wherever situated, situated the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.13, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if default a Default shall be made in the payment of any installment of interest upon the Notes then outstanding as and when the same shall become due and payable, and such default Default shall have continued for a period of 30 days, or (b) if default a Default shall be made in the payment of the principal of, and premium, if any, on of any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the HoldersHolders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, principal or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a the reasonable compensation to costs and expenses of the Trustee, its agentagents, attorneys and counsel, counsel and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the Notes Company and collect in the manner provided by law out of the property of the Issuer or any other obligor on the NotesCompany, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes Company under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligorCompany, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the NotesCompany, or to the creditors or property of the Issuer or such other obligorCompany, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.1310.2, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, principal and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the NotesCompany, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and reasonable expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution11.7 hereof for reasonable expenses. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Corporation covenants that (ai) if in case default shall be made in the payment of any installment of interest upon interest, on any of the Notes of a series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (bii) if in case default shall be made in the payment of the principal of, and premium, if any, on of the Notes of a series as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption of such series or by declaration acceleration or otherwise, then, upon demand of the Trustee, the Issuer Corporation will pay to the Trustee, for the benefit of the Holdersholders of such series of Notes, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, principal or interest, if any, interest or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the rate borne by the such Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agentagents, attorneys and counsel, and any expenses or liabilities incurred by other amount due to the Trustee hereunder other than through its negligence or bad faithpursuant to Section 6.06. If In case the Issuer Corporation shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Corporation or any other obligor on the such series of Notes and collect in the manner provided by law out of the property of the Issuer Corporation or any other obligor on the such series of Notes, wherever situated, the moneys adjudged or decreed to be payable. If there One or more of the following defaults shall constitute a Default hereunder with respect to a series of Notes (whatever the reason for such Default and whether it shall be pending proceedings for the bankruptcy voluntary or for the reorganization involuntary or be effected by operation of the Issuer law or pursuant to any judgment, decree or order of any court or any other obligor on the Notes under any bankruptcyorder, insolvency rule or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligor, or in the case regulation of any other similar judicial proceedings relative to the Issuer administrative or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.13, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.governmental body):

Payment of Notes on Default; Suit Therefor. The Issuer covenants Issuers covenant that (a) if default shall be made in the payment of any installment of interest interest, if any, upon the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if default shall be made in the payment of the principal of, and premium, if any, on the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Issuers will pay to the Trustee, for the benefit of the Holders, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agent, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer Issuers shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Issuers or any other obligor on the Notes and collect in the manner provided by law out of the property Property of the Issuer Issuers or any other obligor on the Notes, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Issuers or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property Property of the Issuer Issuers or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Issuers or other obligor on the Notes, or to the creditors or property Property of the Issuer Issuers or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.13, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer Issuers or any other obligor on the Notes, its or their creditors, or its or their propertyProperty, and to collect and receive any moneys or other property Property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred Incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property Property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if in case default shall be made in the payment of any installment of interest upon any of the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if in case default shall be made in the payment of the principal of, and of or premium, if any, on any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon in connection with any redemption or repurchase hereunder, by declaration or otherwise, then, upon demand of then the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders, Holders the whole amount that then shall have become due and payable on all such the Notes for principal, principal and premium, if any, or interest, if any, or both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the rate then borne by the Notes; Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to . In case the Trustee, its agent, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer Company shall fail forthwith to pay such amounts upon such demandamounts, the Trustee, in its own name and as trustee of an express trust, a Holder shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaidunpaid to it and to exercise any of the rights or remedies provided in the Collateral Documents, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the Notes Company and collect in the manner provided by law out of the property of the Issuer or any other obligor on Company (including without limitation the Notes, collateral held pursuant to the Collateral Documents) wherever situated, situated the moneys monies adjudged or decreed to be payable. If In the case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company under Title 11 of the United States Code, or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effectapplicable law, or if in case a receiver receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company, the property of the Issuer or such other obligorCompany, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the Notes, Company or to the creditors or property of the Issuer or such other obligorCompany, the Trusteea Holder, irrespective of whether the principal of the Notes shall then be due and payable as therein herein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.13otherwise, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest, if any, interest owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Notes, its or their creditors, Company or its creditors or their its property, and to collect and receive any moneys monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer covenants that (a) if default shall be made in the payment of any installment of interest and Additional Interest, if any, upon the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if default shall be made in the payment of the principal of, and premium, if any, on the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer will pay to the Trustee, for the benefit of the Holders, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, or interestinterest and Additional Interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interestinterest and Additional Interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agent, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Notes, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.13, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, interest and interestAdditional Interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if in case default shall be made in the payment of any installment of interest upon any of the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if in case default shall be made in the payment of the principal of, of and premium, if any, on any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or in connection with any prepayment, by declaration or otherwise, --then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holdersholders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal, principal and premium, if any, or interest, if any, or both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agentagents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, Notes wherever situated, situated the moneys monies adjudged or decreed to be payable. If In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effectTitle 11 of the United States Code, or if any other applicable law, or in case a receiver or trustee or similar official shall have been appointed for the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or other obligor on upon the Notes, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.136.02, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest, if any, interest owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders Noteholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, ; and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders Noteholders to make such payments to the Trustee, and, if in the event that the Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07expenses, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneysmonies, securities and other property which the Holders holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or adopt on behalf of any Noteholder any plan of reorganization or arrangement, affecting the Notes or the rights of any Noteholder, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders holders of Notes in respect of which such judgment has been recoveredthe Notes.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if in case default shall be made in the payment of any installment of interest upon any of the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if in case default shall be made in the payment of the principal of, and premium, if any, on of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon in connection with any redemption or under this Indenture, by declaration or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, principal or interest, if any, or both, as the case may be, with interest upon the overdue principal principal, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the rate borne by the Notes; Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agentagents, 25 91 attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence hereunder. Until such demand by the Trustee, the Company may pay the principal and interest on the Notes to the Holders, whether or bad faithnot the Notes are overdue. If In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee Trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, Notes wherever situated, situated the moneys monies adjudged or decreed to be payable. If In the case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effectTitle 11 of the United States Code, or if any other applicable law, or in case a receiver receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or such other obligor on upon the Notes, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.137.2, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, principal and interest, if any, interest owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expensesany amounts due the Trustee under Section 8.6, and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation reasonable compensation, expenses, advances and expenses or otherwise pursuant to Section 7.07disbursements, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses expenses, advances and counsel fees and expenses disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneysmonies, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall shall, after provision for the payment of the reasonable 26 92 compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders. In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders, and it shall not be necessary to make any Holders of Notes in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if default a Default shall be made in the payment of any installment of interest upon the Notes then outstanding as and when the same shall become due and payable, and such default Default shall have continued for a period of 30 days, or (b) if default a Default shall be made in the payment of the principal of, and premium, if any, on of any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, subject to Article XII hereto, the Issuer Company will pay to the Trustee, for the benefit of the HoldersHolders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, principal or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a the reasonable compensation to costs and expenses of the Trustee, its agentagents, attorneys and counsel, counsel and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the Notes Company and collect in the manner provided by law out of the property of the Issuer or any other obligor on the NotesCompany, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes Company under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligorCompany, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the NotesCompany, or to the creditors or property of the Issuer or such other obligorCompany, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.1310.2, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, principal and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the NotesCompany, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and reasonable expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution11.7 hereof for reasonable expenses. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if in case default shall be made in the payment of any installment of interest upon any of the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 daysdays (provided, however, the valid extension of an interest payment period in accordance with Section 14.01 hereof shall not constitute a default in the payment of interest for this purpose), or (b) if in case default shall be made in the payment of the principal of, and of or premium, if any, on any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption prepayment or by declaration or otherwise, then, upon demand of holders of not less than 25% in aggregate principal amount of the TrusteeNotes then outstanding, the Issuer Company will pay to the Trustee, for the benefit holders of the HoldersNotes, the whole amount that then shall have become due and payable on all such Notes for principal, principal and premium, if any, or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interestpremium, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agent, holders attorneys and counsel, and any expenses or liabilities incurred by . In case the Trustee hereunder other than through its negligence or bad faith. If the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, holders shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, Notes wherever situated, situated the moneys adjudged or decreed to be payable. If In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes under any bankruptcyXxxxx 00, insolvency or other similar law now or hereafter in effectXxxxxx Xxxxxx Code, or if any other applicable law, or in case a receiver or trustee or similar official shall have been appointed for the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or other obligor on upon the Notes, or to the creditors or property of the Issuer Company or such other obligor, the Trusteeholders, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall have made any demand pursuant to the provisions of this Section 5.135.02, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, principal and interest, if any, interest owing and unpaid in respect of the Notes, Notes and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee Noteholders and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Holders Noteholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Notes, its or their creditorsto the creditors or property of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Notes in any election of a trustee or its or their propertya standby trustee in arrangement, and to collect and receive any moneys reorganization, liquidation or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses insolvency proceedings or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate person performing similar functions in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such comparable proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company ------------------------------------------ covenants that (a) if in case default shall be made in the payment of any installment of interest upon any of the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if in case default shall be made in the payment of the principal of, of and premium, if any, on any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or in connection with any prepayment, by declaration or otherwise, --then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holdersholders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal, principal and premium, if any, or interest, if any, or both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agentagents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, Notes wherever situated, situated the moneys monies adjudged or decreed to be payable. If In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effectTitle 11 of the United States Code, or if any other applicable law, or in case a receiver or trustee or similar official shall have been appointed for the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or other obligor on upon the Notes, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.136.02, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest, if any, interest owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders Noteholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, ; and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders Noteholders to make such payments to the Trustee, and, if in the event that the Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07expenses, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneysmonies, securities and other property which the Holders holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or adopt on behalf of any Noteholder any plan of reorganization or arrangement, affecting the Notes or the rights of any Noteholder, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders holders of Notes in respect of which such judgment has been recoveredthe Notes.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if default a Default shall be made in the payment of any installment of interest upon the Notes then outstanding as and when the same shall become due and payable, and such default Default shall have continued for a period of 30 days, or (b) if default a Default shall be made in the payment of the principal of, and premium, if any, on of any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the HoldersHolders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, principal or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a the reasonable compensation to costs and expenses of the Trustee, its agentagents, attorneys and counsel, counsel and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the Notes Company and collect in the manner provided by law out of the property of the Issuer or any other obligor on the NotesCompany, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes Guarantor under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer Company or such other obligorany Guarantor, or in the case of any other similar judicial proceedings relative to the Issuer Company or other obligor on the Noteseach Guarantor, or to the creditors or property of the Issuer or such other obligorCompany, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.1310.2, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, principal and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the NotesCompany, each Guarantor, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and reasonable expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution11.7 hereof for reasonable expenses. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien Lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, or under the Note Guarantee, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if a default shall be made in the payment of any installment of interest upon the Notes then outstanding as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if a default shall be made in the payment of the principal of, and premium, if any, on of any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the HoldersHolders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, principal or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agentagents, attorneys and counsel, counsel and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes then outstanding under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or other obligor on upon the Notes, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of or whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.1310.2, shall be entitled and empowered by intervention in if such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, principal and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07expenses, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee Trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer covenants Issuers covenant that (a) if default shall be made in the payment of any installment of interest interest, if any, upon the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if default shall be made in the payment of the principal of, and premium, if any, on the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Issuers will pay to the Trustee, for the benefit of the Holders, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agent, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer Issuers shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Issuers or any other obligor on the Notes and collect in the manner provided by law out of the property Property of the Issuer Issuers or any other obligor on the Notes, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Issuers or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property Property of the Issuer Issuers or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Issuers or other obligor on the Notes, or to the creditors or property Property of the Issuer Issuers or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.13, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer Issuers or any other obligor on the Notes, its or their creditors, or its or their propertyProperty, and to collect and receive any moneys or other property Property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred Incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property Property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this the Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if in case default shall be made in the payment of any installment of interest upon on any of the Notes Notes, as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if in case default shall be made in the payment of principal of any of the principal ofNotes, and premium, if any, on the Notes as and when the same shall have become due and payable, whether at upon maturity of the Notes or upon redemption or by declaration or otherwise, then, then upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders, the whole amount that then shall have become due and payable on all such Notes of the Notes, for principal, and premium, if any, principal or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) ), upon the overdue installments of interest, if any, at the same rate borne by as the rate of interest specified in the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agentagents, attorneys and counsel, any other amounts due the Trustee under Section 7.07, and any all other reasonable expenses or and liabilities incurred incurred, and all advances made, by the Trustee hereunder other than through except as a result of its negligence or bad faith. If the Issuer shall fail forthwith Company fails to pay or deliver such amounts and/or other consideration forthwith upon such demand, the Trustee, Trustee may recover judgment in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree trust against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Notes, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.13, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal, premiumand such further amount as shall be sufficient to cover the costs and expenses of collection, if anyincluding the reasonable compensation, and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, disbursements and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each advances of the Holders to make such payments to the Trustee, and, if its agents and counsel and any other amounts due the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to under Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a1) if in case default shall be made in the payment of any installment of interest upon on any of the Notes of any series, as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, thirty days or (b2) if in case default shall be made in the payment of the principal of, and premium, if any, on of any of the Notes of any series, as and when the same shall have become due and payable, whether at upon maturity of the such Notes or upon redemption or by upon declaration or otherwise, then, then upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holdersholders of such Notes, the whole amount that then shall have become due and payable on all such Notes of such series for principal, and premium, if any, principal or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the same rate borne by as the rate of interest specified or provided for in such Notes (or, with respect to Discount Notes, at the rate specified in the terms of such Notes for interest on overdue principal thereof upon maturity, redemption or acceleration); and, in addition thereto, such further amount amounts as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation payable to the Trustee, its agent, attorneys and counsel, and any expenses or liabilities incurred by Trustee pursuant to Section 7.06. In case the Trustee hereunder other than through its negligence or bad faith. If the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the upon such Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, upon such Notes wherever situated, situated the moneys adjudged or decreed to be payable. If In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on upon Notes of any series under Title 11 of the Notes under United States Code or any bankruptcy, insolvency or other similar law now or hereafter in effectapplicable law, or if in case a receiver or trustee or similar official shall have been appointed for the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or such other obligor on the Notesobligor, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the any Notes of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.13Section, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principalprincipal (or, premiumwith respect to Discount Notes, if any, the Amortized Face Amount thereof or such other portion of the principal amount as may be specified in the terms of that series) and interest, if any, owing and unpaid in respect of the NotesNotes of such series, and, in case of any judicial proceedings, and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee under Section 7.06 and of the Holders holders of Notes of such series allowed in any such judicial proceedings relative to the Issuer Company or any other obligor on upon the Notes, its or their creditorsNotes of such series, or its to the creditors or their propertyproperty of the Company or such other obligor, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the same after claims of the deduction holders of its charges such series and expenses, of the Trustee on their behalf; and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders holders of Notes of such series to make such payments to the Trustee, Trustee and, if in the event that the Trustee shall consent to the making of such payments directly to the Holderssuch holders of Notes of such series, to pay to the Trustee any such amount due it for as shall be sufficient to cover reasonable compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensationTrustee, its agents, attorneys and counsel, and all other expenses and counsel fees liabilities incurred, and expenses out all advances made, by the Trustee except as a result of its negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any holder thereof, or to authorize the Trustee to vote in respect of the estate claim of any holder in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwiseproceeding. All rights of action and of asserting claims under this Indenture, or under any of the Notes, Notes of any series may be enforced by the Trustee without the possession of any of the such Notes, or the production thereof at on any trial or other proceeding proceedings relative thereto, and any such suit action or proceeding proceedings instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders holders of the Notes of such series. In case of an Event of Default hereunder the Trustee may in respect its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of which such judgment has been recoveredrights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Payment of Notes on Default; Suit Therefor. The Issuer covenants that (a) if default shall be made in the payment of any installment of interest and Additional Interest, if any, upon the Notes of any series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if default shall be made in the payment of the principal of, and premium, if any, on the Notes of any series as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer will pay to the Trustee, for the benefit of the HoldersHolders of the Notes of such series, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, or interestinterest and Additional Interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interestinterest and Additional Interest, if any, at the applicable rate borne by the NotesNotes of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agent, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the Notes of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the NotesNotes of such series, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.13, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, interest and interestAdditional Interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if default a Default shall be made in the payment of any installment of interest (including Contingent Interest) upon the Notes then outstanding as and when the same shall become due and payable, and such default Default shall have continued for a period of 30 days, or (b) if default a Default shall be made in the payment of the principal of, and premium, if any, on of any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the HoldersHolders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, principal or interestinterest (including Contingent Interest), if any, or both, as the case may be, with interest (including Contingent Interest) upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interestinterest (including Contingent Interest), if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a the reasonable compensation to costs and expenses of the Trustee, its agentagents, attorneys and counsel, counsel and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the Notes Company and collect in the manner provided by law out of the property of the Issuer or any other obligor on the NotesCompany, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes Company under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligorCompany, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the NotesCompany, or to the creditors or property of the Issuer or such other obligorCompany, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.1310.2, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, principal and interestinterest (including Contingent Interest), if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the NotesCompany, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and reasonable expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution11.7 hereof for reasonable expenses. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if in case default shall be made in the payment of any installment of interest (including Liquidated Damages, if any) upon any of the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 thirty (30) days, or (b) if in case default shall be made in the payment of the principal of, and of or premium, if any, on any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes Notes, or upon redemption or in connection with any redemption, by declaration or otherwise, otherwise -- then, upon demand of the Trustee, subject to the Issuer provisions of Article IV hereof, the Company will pay to the Trustee, for the benefit of the Holdersholders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal, principal and premium, if any, or interestinterest (including Liquidated Damages, if any), or both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interestinterest (including Liquidated Damages, if any, ) at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agentagents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If Until such demand by the Issuer Trustee, the Company may pay the principal of and premium, if any, and interest (including Liquidated Damages, if any) on the Notes to the registered holders, whether or not the Notes are overdue. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, Notes wherever situated, situated the moneys monies adjudged or decreed to be payable. If In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effectTitle 11 of the United States Code, or if any other applicable law, or in case a receiver receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or such other obligor on upon the Notes, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.137.2, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, and interestinterest (including Liquidated Damages, if any, ) owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders Noteholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, any amounts due the Trustee under Section 8.6; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders Noteholders to make such payments to the Trustee, and, if in the event that the Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Trustee any amount due it for compensation compensation, expenses, advances and expenses or otherwise pursuant to Section 7.07, disbursements including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses expenses, advances and counsel fees and expenses disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneysmonies, securities and other property which the Holders holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or adopt on behalf of any Noteholder any plan of reorganization or arrangement, affecting the Notes or the rights of any Noteholder, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at for any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall shall, after provision for the payment of the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders holders of Notes in respect of which such judgment has been recoveredthe Notes.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if in case default shall be made in the payment of any installment of interest upon any of the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 thirty days, or (b) if in case default shall be made in the payment of the principal ofamount at maturity, and premiumIssue Price, if anyaccrued Original Issue Discount, on Redemption Price, or Fundamental Change Redemption Price in respect of any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes Notes, in connection with any redemption of a Note pursuant to Article Sixteen, or upon redemption or in connection with any redemption, by declaration or otherwise, --then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holdersholders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principalprincipal amount at maturity, and premiumIssue Price, if anyaccrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price, or interest, if any, or both, as the case may be, with interest upon the overdue principal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price and Fundamental Change Redemption Price and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the rate borne by the NotesNotes (giving effect to the accrual of Original Issue Discount); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agentagents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If Until such demand by the Issuer Trustee, the Company may pay principal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price and interest, if any, in respect of the Notes to the registered holders, whether or not the Notes are overdue. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, Notes wherever situated, situated the moneys monies adjudged or decreed to be payable. If In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effectTitle 11 of the United States Code, or if any other applicable law, or in case a receiver receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company, the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or other obligor on upon the Notes, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.137.02, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principalprincipal amount at maturity, premiumIssue Price, if anyaccrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders Noteholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, any amounts due the Trustee under Section 8.06; and any receiver, assignee or trustee or similar official in bankruptcy or reorganization liquidator, custodian or similar official is hereby authorized by each of the Holders Noteholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Trustee any amount due it for compensation compensation, expenses, advances and expenses or otherwise pursuant to Section 7.07, disbursements including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses expenses, advances and counsel fees and expenses disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneysmonies, securities and other property which the Holders holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or adopt on behalf of any Noteholder any plan of reorganization or arrangement, affecting the Notes or the rights of any Noteholder, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at on any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall shall, after provision for the payment of the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders holders of the Notes. In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Notes, and it shall not be necessary to make any holders of the Notes in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Notes on Default; Suit Therefor. The Issuer Company covenants that (a) if a default shall be made in the payment of any installment of interest upon the Notes then outstanding as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if a default shall be made in the payment of the principal of, and premium, if any, on of any of the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the HoldersHolders of the Notes, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, principal or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agentagents, attorneys and counsel, counsel and any expenses or liabilities incurred by the Trustee hereunder other than through its gross negligence or bad faith. If the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes then outstanding under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or other obligor on upon the Notes, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of or whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.1310.2, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, principal and interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable deliver- able on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 7.07expenses, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer covenants that If an Event of Default (aother than an Event of Default specified in Section 5.01(e) if default shall be made or (f)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in the payment principal amount of any installment of interest upon the Notes as by notice to the Company and when the same shall become Trustee, may declare the unpaid principal of and accrued interest on all the Notes to be due and payable, . Upon such declaration the principal and accrued interest of such default Notes shall have continued for a period be due and payable immediately. If an Event of 30 days, Default specified in Section 5.01(e) or (bf) if default shall be made in the payment occurs, all unpaid principal of the principal of, and premium, if any, accrued interest on the Notes as and when the same then outstanding shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer will pay to the Trustee, for the benefit of the Holders, the whole amount that then shall have automatically become due and payable without any declaration or other act on all such Notes for principal, and premium, if any, the part of the Trustee or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that any Noteholder. Upon payment of such principal amount and interest is enforceable all of the Company's obligations under applicable law) upon the overdue installments Notes and this Indenture, other than obligations under Section 6.06, shall terminate. The Holders of interest, if any, at a majority in principal amount of the rate borne Notes by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation notice to the Trustee, Trustee may rescind an acceleration and its agent, attorneys consequences if the rescission would not conflict with any judgment or decree and counsel, and any expenses if all existing Events of Default have been cured or liabilities incurred by waived except non-payment of principal or interest that has become due solely because of the Trustee hereunder other than through its negligence or bad faithacceleration. If In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, Notes wherever situated, situated the moneys adjudged or decreed to be payable. If In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes under any bankruptcyTitlx 00, insolvency or other similar law now or hereafter in effectXxxxxx Xxxxxx Xxxe, or if any other applicable law, or in case a receiver or trustee or similar official shall have been appointed for the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or other obligor on upon the Notes, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.135.02, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, principal and interest, if any, interest owing and unpaid in respect of the Notes, Notes and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Holders Noteholders allowed in such 16 21 judicial proceedings relative to the Issuer Company or any other obligor on the Notes, its or their creditorsto the creditors or property of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Notes in any election of a trustee or its a standby trustee in arrangement, reorganization, liquidation or their propertyother bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, ; and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders Noteholders to make such payments to the Trustee, and, if in the event that the Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Trustee any amount due it for such amounts as shall be sufficient to cover reasonable compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensationTrustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and counsel fees liabilities incurred, and expenses out all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Noteholder in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwiseproceeding. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders holders of the Notes. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Notes, and it shall not be necessary to make any holders of the Notes in respect of which parties to any such judgment has been recoveredproceedings. SECTION 5.03.

Payment of Notes on Default; Suit Therefor. The Issuer covenants that (a) if default shall be made in the payment of any installment of interest and Additional Interest, if any, upon the Notes as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) if default shall be made in the payment of the principal of, and premium, if any, on the Notes as and when the same shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer will pay to the Trustee, for the benefit of the Holders, the whole amount that then shall have become due and payable on all such Notes for principal, and premium, if any, or interestinterest and Additional Interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interestinterest and Additional Interest, if any, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agent, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Notes, wherever situated, the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official shall have been appointed for the property of the Issuer or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.13, shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim or claims for the whole amount of principal, premium, if any, interest and interestAdditional Interest, if any, owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any 77 amount due it for compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of Notes in respect of which such judgment has been recovered.

Payment of Notes on Default; Suit Therefor. The Issuer covenants that If an Event of Default (aother than an Event of Default specified in Section 5.01(e) if default shall be made or (f)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in the payment principal amount of any installment of interest upon the Notes as by notice to the Company and when the same shall become Trustee, may declare the unpaid principal of and accrued interest on all the Notes to be due and payable, . Upon such declaration the principal and accrued interest of such default Notes shall have continued for a period be due and payable immediately. If an Event of 30 days, Default specified in Section 5.01(e) or (bf) if default shall be made in the payment occurs, all unpaid principal of the principal of, and premium, if any, accrued interest on the Notes as and when the same then outstanding shall have become due and payable, whether at maturity of the Notes or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer will pay to the Trustee, for the benefit of the Holders, the whole amount that then shall have automatically become due and payable without any declaration or other act on all such Notes for principal, and premium, if any, the part of the Trustee or interest, if any, or both, as the case may be, with interest upon the overdue principal and (to the extent that any Noteholder. Upon payment of such principal amount and interest is enforceable all of the Company's obligations under applicable law) upon the overdue installments Notes and this Indenture, other than obligations under Section 6.06, shall terminate. The Holders of interest, if any, at a majority in principal amount of the rate borne Notes by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation notice to the Trustee, Trustee may rescind an acceleration and its agent, attorneys consequences if the rescission would not conflict with any judgment or decree and counsel, and any expenses if all existing Events of Default have been cured or liabilities incurred by waived except non-payment of principal or interest that has become due solely because of the Trustee hereunder other than through its negligence or bad faithacceleration. If In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Notes, Notes wherever situated, situated the moneys adjudged or decreed to be payable. If In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Notes under any bankruptcyTitlx 00, insolvency or other similar law now or hereafter in effectXxxxxx Xxxxxx Xxxe, or if any other applicable law, or in case a receiver or trustee or similar official shall have been appointed for the property of the Issuer Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or other obligor on upon the Notes, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.135.02, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, principal and interest, if any, interest owing and unpaid in respect of the Notes, Notes and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable 23 29 compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Holders Noteholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Notes, its or their creditorsto the creditors or property of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Notes in any election of a trustee or its a standby trustee in arrangement, reorganization, liquidation or their propertyother bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses, ; and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Holders Noteholders to make such payments to the Trustee, and, if in the event that the Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Trustee any amount due it for such amounts as shall be sufficient to cover reasonable compensation and expenses or otherwise pursuant to Section 7.07, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensationTrustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and counsel fees liabilities incurred, and expenses out all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Noteholder in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other property which the Holders of Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwiseproceeding. All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders holders of the Notes. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Notes, and it shall not be necessary to make any holders of the Notes in respect of which parties to any such judgment has been recoveredproceedings.