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

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if default shall be made in the payment of any installment of interest upon any of the Securities of any series 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 default shall be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for 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 Securities 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 agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Securities 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 Securities of any series 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 or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor upon the Securities of such series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2, 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 and interest, if any, owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Securities of such series, 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 Securityholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.

Payment of Securities 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 interest, if any, on any of the Securities of any series then Outstanding series, 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 (b2) if in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series any series, as and when the same shall have become due and payable, whether at upon maturity of the Securities of such series or upon redemption redemption, repurchase or by repayment or upon declaration or otherwise, then, then upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders of the SecuritiesSecurities of such series, the whole amount that then shall have become due and payable on all such Securities of such series series, for principal principal, premium, if any, or interest, if any, or both, as the case may be, with interest upon the overdue principal principal, premium, if any and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interestinterest at the same rate as the rate of interest specified in the Securities of such series (or, if anywith respect to Original Issue Discount Securities, at the rate borne by specified in the terms of such Securities for interest on overdue principal thereof upon maturity, redemption, repurchase, repayment or acceleration of such series, as the case may be); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any 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 faithwillful misconduct. If In case the Issuer Company shall fail forthwith to pay such amounts upon such demanddemand by the Trustee and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, such amounts have not been paid by the Guarantor under the Guarantee, 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, the Guarantor (with respect to any series of Securities to which the provisions of Article Fifteen shall apply) or any other obligor on the upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company, the Guarantor (if applicable) or any other obligor on the upon such Securities of such series, 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, the Guarantor (with respect to any series of Securities to which the provisions of Article Fifteen shall apply) or any other obligor on the upon Securities of any series then Outstanding under Title 11 of the 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, the Guarantor (if applicable) or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company, the Guarantor (if applicable) or such other obligor upon the Securities of such seriesobligor, or to the creditors or property of the Issuer Company, the Guarantor (if applicable) or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2Section, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise to the extent permitted by the court, to file and prove a claim or claims for the whole amount of principal (or, with respect to Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series), premium, if any, and interest, if any, owing and unpaid in respect of the Securities 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 (including any claim for reasonable compensation to the Trustee, its agents, attorneys and counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or willful misconduct) and of the Securityholders Holders of the Securities of such series allowed in any such judicial proceedings relative to the Issuer Company, the Guarantor (if applicable) or any other obligor on upon the Securities of such series, its or their creditorsto the creditors or property of the Company, the Guarantor (if applicable) or its or their propertysuch 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 Securityholders 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 Securityholders Holders of the Securities 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 SecurityholdersSecurityholders 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 6.6, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of Trustee, its agents, attorneys and counsel, and all other reasonable compensation, expenses and counsel fees liabilities incurred, and expenses out all advances made, by the Trustee except as a result of its negligence or willful misconduct. 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 Securities 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 the Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 of the Securities of the series in respect of which such judgment has been recovered. In case of an Event of Default hereunder the Trustee may in 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 necessary to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture 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 Securities 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 Securities of any series 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 in case default shall be made in the payment of the principal of and premium, if any, on any of the Securities of such any series as and when the same shall have become due and payable, whether at maturity of the Securities of such that series or upon redemption or by declaration declaration, repayment or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders of the SecuritiesSecurities of that series, the whole amount that then shall have become due and payable on all such Securities of such that series for principal or interestand premium, if any, or 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 or Yield to Maturity (in the case of Original Issue Discount Securities) borne by the Securities of such that 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 agents, 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 forthwith 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 upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the upon such Securities of such series, 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 Securities of any series then Outstanding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effectlaw, 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 other obligor upon the Securities of such any series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such any 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 5.2, 5.03 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 (and interestpremium, if any) and interest (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) owing and unpaid in respect of the Securities of such series, any series 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 Securityholders Holders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such any series, 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 Securityholders 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 SecurityholdersHolders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6expenses, 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 Securities of such any series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders of all the Securities of the series in respect of which such judgment has been recoveredaction was taken.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if In case default shall be made in the payment of (i) any installment of interest upon any of the Securities of any series then Outstanding as and when the same shall become due and payablepayable (after giving effect to any deferral period applicable to the Securities of such series established pursuant to Section 2.03(d)), and such default shall have continued for a period of 30 days, or (bii) if default shall be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption or by declaration as authorized by this Indenture or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders of the SecuritiesSecurities of such series, the whole amount that then shall have become due and payable on all such Securities of such series for principal Principal or interest, if any, or bothany combination thereof, as the case may be, with interest upon the portion of the overdue Principal that consists of 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 Securities of such seriesseries or Yield to Maturity (in the case of Original Issue Discount Securities); and, in addition theretoaddition, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to compensation, expenses, disbursements and advances of the Trustee, its agentsagent, attorneys and counsel, and any expenses or liabilities incurred by . (b) 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 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 Securities of such any series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, wherever situated, the moneys money adjudged or decreed to be payable. If . (c) In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Securities of any series then Outstanding under Title 11 of the 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 other obligor upon on the Securities of such series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed in the Securities of such series or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.26.02, 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 Principal and interest, if any, interest owing and unpaid in respect of the Securities of such series, and, in case of any judicial proceedings, (i) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and reimbursement of all other expenses and liabilities incurred by the Trustee) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditors, or its or their property, and (ii) to collect and receive any moneys money 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 Securityholders to make such payments to the Trustee, and, if and in the event that the Trustee shall consent to the making of such payments payment directly to the Securityholders, to pay to the Trustee any amount due it for compensation reasonable compensation, expenses, disbursements and expenses or otherwise pursuant to advances of the Trustee, its agents and its counsel and any other amounts due the Trustee under Section 6.6, including counsel fees and expenses incurred by it up to the date of such distribution7.07. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the trust 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, moneysmoney, securities and other property which the Holders of the Securities of such series may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. . (d) Nothing contained in this Section 6.02 shall be deemed to authorize the Trustee to authorize or consent to or adopt on behalf of any Securityholder any plan of reorganization or arrangement affecting the Securities of any series or the rights of any Securityholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding. (e) All rights of action and of asserting claims under this Indenture, or under any of the SecuritiesSecurities of any series, may be enforced by the Trustee without the possession of any of the SecuritiesSecurities of such series, 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 judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of the Holders of the Securities of the series in respect of which such judgment has been recoveredseries.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if The Company covenants that in case of: (1) default shall be made in the payment of any installment of interest upon any of the Securities of any series then Outstanding as and when the same shall become due and payable, and continuance of such default shall have continued for a period of 30 days, or ; or (b2) if default shall be made in the payment of the principal of or any premium on any of the Securities of such series as and when the same shall have become due and payable, payable whether at the stated maturity of the Securities of such series or thereof, upon redemption or by thereof (provided that such redemption is not conditioned upon the deposit of sufficient moneys for such redemption), upon declaration of acceleration or otherwise, . then, upon demand of the Trustee, the Issuer will Company shall pay to the Trustee, for the benefit of the Holders of the Securities, the whole amount that then shall have so become due and payable on all such Securities of such series for principal and any premium or interest, if any, or both, as the case may be, with interest upon the overdue principal and any premium 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 Securities of such seriesSecurities; and, in addition thereto, such further amount amounts as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. , and any other amounts due the Trustee under Section 8.6 hereof. (b) 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the such series of Securities of such series, wherever situated, the moneys adjudged or decreed to be payable. . (c) If there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Securities of under the United States Bankruptcy Code or any series then Outstanding under 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 other obligor upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.27.2, 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 and interest, if any, any premium and interest owing and unpaid in respect of the Securities of such seriesSecurities, 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 amounts due to the Trustee under Section 8.6 hereof) and of the Securityholders Holders of Securities allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such seriesSecurities, 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, . (d) All claims and any receiver, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Securityholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 of the Securities of the series in respect of which such judgment has been recoveredaction was taken. (e) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent or to accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if in case a default shall be made in the payment of any installment of interest upon on any of the Securities of any series then Outstanding as and when the same such interest shall have become due and payable, and such default shall have continued for a period of 30 days, days or (b) if in case a default shall be made in the payment of the principal of any of the Securities of such any series as and when the same shall have become due and payable, whether at upon maturity of the Securities of such series or upon redemption or by declaration or otherwise, or (c) in case of a default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then, upon demand of the Trustee, the Issuer will pay to the Trustee, Trustee for the benefit of the Holders of the Securities, Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series for principal or and interest, if any, or both, as the case may be, be (with interest to the date of such payment upon the overdue principal and (and, to the extent that payment of such interest is enforceable under applicable law) upon the , on overdue installments of interest, if any, at the rate borne by the Overdue Rate applicable to Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation and any further amounts payable to the Trustee and its agents and counsel pursuant to Section 5.5. Until such demand is made by the Trustee, its agentsthe Issuer may pay the principal of and interest, attorneys if any, on the Securities of any series to the registered Holders, whether or not the principal of and counselinterest, and any expenses or liabilities incurred by if any, on the Trustee hereunder other than through its negligence or bad faithSecurities of such series be overdue. If In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 or any other obligor on the upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Securities of upon such seriesSecurities, wherever situated, the moneys adjudged or decreed to be payable. If In case there shall be pending proceedings for the liquidation, for the bankruptcy or for the reorganization of the Issuer the Guarantor or any other obligor on upon the Securities of any series then Outstanding under any bankruptcyapplicable law, insolvency or in case an administrator, bewindvoerder, Custodian, curator, sequestrator or other similar law now or hereafter in effect, or if a receiver or trustee or similar official officer shall have been appointed for the property or taken possession of the Issuer or the Guarantor or of all or any part of the assets of the Issuer, the Guarantor or any such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Issuer, the Guarantor or other obligor upon the Securities of such any series, or to the creditors or property of the Issuer Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of the any Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2Section, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, subject to the provisions of Article Twelve and Article Thirteen hereof: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of any series are Original Issue Discount Securities or if the Securities of any series provide that an amount other than the face thereof will or may be payable upon maturity thereof or upon a declaration of acceleration thereof, such amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 4.1) and interest, if any, owing and unpaid in respect of the Securities of such any series, 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 any amounts payable to the Trustee pursuant to Section 5.5) and of the Securityholders allowed in such any judicial proceedings relative relating to the Issuer Issuer, the Guarantor or any other obligor on upon the Securities of such any series, its or their creditorsto the creditors or property of the Issuer the Guarantor or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or its a standby trustee in arrangement, reorganization, liquidation or their propertyother bankruptcy or insolvency proceedings or of a person performing similar functions in comparable proceedings, and and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the same claims of the Securityholders and of the Trustee on their behalf (after the deduction of its charges costs and expensesexpenses of collection, and any receiverfurther amounts payable to the Trustee pursuant to Section 5.5 and incurred by it up to the date of distribution); and any administrator, assignee or bewindvoerder, Custodian, curator, sequestrator, trustee or other similar official in bankruptcy or reorganization officer is hereby authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee any amount due it for compensation costs and expenses or otherwise of collection, and any further amounts payable to the Trustee pursuant to Section 6.6, including counsel fees 5.5 and expenses incurred by it up to the date of such distribution. To Nothing herein contained shall be deemed to authorize the extent that such payment Trustee to authorize or consent to or vote for or accept or adopt on behalf of reasonable compensationany Securityholder any plan of reorganization, expenses and counsel fees and expenses out arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the estate claim of any Securityholder in any such proceedings shall be denied proceeding except, as aforesaid, to vote for any reason, payment the election 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 Securities of such series may be entitled to receive trustee in such proceedings, whether in liquidation bankruptcy or under any plan of reorganization or arrangement or otherwisesimilar person. All rights of action and of asserting claims under this Indenture, or under the Securities of any of the Securitiesseries, may be enforced by the Trustee without the possession of any of the Securities, Securities of such series 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 as trustee of an express trust, and any recovery of judgment judgment, shall be for the ratable benefit of the Holders of the Securities of the series in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment has been recoveredof a court may be sought as to the interpretation or construction of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities to which such proceedings relate, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Payment of Securities 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 interest, if any, on any of the Securities of any series then Outstanding or any Additional Amounts payable in respect of any of the Securities 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 (or premium, if any, on) any of the Securities of such series any series, as and when the same shall have become due and payable, whether at upon maturity of the Securities of such series 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 Holders of the Securities of such series, and the Coupons, if any, appertaining to such Securities, the whole amount that then shall have become due and payable on all such Securities of such series and such Coupons, for principal (and premium, if any) or interest, if any, or bothAdditional Amounts, if any, 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, and Additional Amounts, if any, at the same rate borne by as the rate of interest specified in the Securities of such seriesseries (or, with respect to Original Issue Discount Securities, at the rate specified in the terms of such Securities for interest on overdue principal thereof upon maturity, redemption or acceleration); and, in addition thereto, such further amount amounts as shall be sufficient payable pursuant to cover Section 7.06. In case the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the upon such Securities of such series, 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 upon Securities of any series then Outstanding under Title 11 of the 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 upon the Securities of such seriesobligor, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2Section, 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 (or, with respect to Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series), and premium, if any, interest, if any, and Additional Amounts, if any, owing and unpaid in respect of the Securities 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 Securityholders Holders of the Securities and Coupons of such series allowed in any such judicial proceedings relative to the Issuer Company or any other obligor on upon the Securities of such series, its or their creditors, to the creditors or its property of the Company or their propertysuch 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 Securityholders 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 Securityholders Holders of the Securities and Coupons 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 SecurityholdersSecurityholders 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 6.6, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of Trustee, its agents, attorneys and counsel, and all other reasonable compensation, 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 Securities 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 the Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities or Coupons appertaining to such Securities, 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 of the Securities or Coupons appertaining thereto. In case of a default hereunder the Trustee may in 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 such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the series exercise of any power granted in respect of which such judgment has been recoveredthis Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if default Default shall be made in the payment of any installment of interest upon any of the Securities of any series 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 Default shall be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity the Stated Maturity of the Securities of such series 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 of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for 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 Securities 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 agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Securities 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 Securities of any series 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 or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor upon the Securities of such series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2, 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 and interest, if any, owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Securities of such series, 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 Securityholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if in case a default shall be made in the payment of any installment of interest upon on any of the Securities of any series then Outstanding as and when the same such interest shall have become due and payable, and such default shall have continued for a period of 30 days, days or (b) if in case a default shall be made in the payment of the principal of any of the Securities of such any series as and when the same shall have become due and payable, whether at upon maturity of the Securities of such series or upon redemption or by declaration or otherwise, or (c) in case of a default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then, upon demand of the Trustee, the Issuer will pay to the Trustee, Trustee for the benefit of the Holders of the Securities, Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series for principal or and interest, if any, or both, as the case may be, be (with interest to the date of such payment upon the overdue principal and (and, to the extent that payment of such interest is enforceable under applicable law) upon the , on overdue installments of interest, if any, at the rate borne by the Overdue Rate applicable to Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation and any further amounts payable to the Trustee pursuant to Section 5.5. Until such demand is made by the Trustee, its agentsthe Issuer may pay the principal of and interest, attorneys if any, on the Securities of any series to the registered Holders, whether or not the principal of and counselinterest, and any expenses or liabilities incurred by if any, on the Trustee hereunder other than through its negligence or bad faithSecurities of such series be overdue. If In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 or any other obligor on the upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Securities of upon such seriesSecurities, wherever 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 Issuer, the Guarantor or any other obligor on upon the Securities of any series then Outstanding under Title 11 of the United States Code or any bankruptcy, insolvency or other similar law now applicable Federal or hereafter in effectstate law, or if in case a receiver or receiver, trustee in bankruptcy or similar official shall have been appointed for the property of the Issuer Issuer, the Guarantor or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Issuer, the Guarantor or other obligor upon the Securities of such any series, or to the creditors or property of the Issuer Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of the any Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2Section, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of any series are Original Issue Discount Securities or if the Securities of any series provide that an amount other than the face thereof will or may be payable upon maturity thereof or upon a declaration of acceleration thereof, such amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 4.1) and interest, if any, owing and unpaid in respect of the Securities of such any series, 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 any amounts payable to the Trustee pursuant to Section 5.5) and of the Securityholders allowed in such any judicial proceedings relative relating to the Issuer Issuer, the Guarantor or any other obligor on upon the Securities of such any series, its or their creditorsto the creditors or property of the Issuer, the Guarantor or its such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or their propertya standby trustee in arrangement, and reorganization, liquidation or other bankruptcy or insolvency proceedings or of a person performing similar functions in comparable proceedings, and (c) to collect and receive any moneys monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the same claims of the Securityholders and of the Trustee on their behalf (after the deduction of its charges costs and expensesexpenses of collection, and any receiverfurther amounts payable to the Trustee pursuant to Section 5.5 and incurred by it up to the date of distribution); and any trustee in bankruptcy, assignee receiver or trustee or other similar official in bankruptcy or reorganization is hereby authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee any amount due it for compensation costs and expenses or otherwise of collection, and any further amounts payable to the Trustee pursuant to Section 6.6, including counsel fees 5.5 and expenses incurred by it up to the date of such distribution. To Nothing herein contained shall be deemed to authorize the extent that such payment Trustee to authorize or consent to or vote for or accept or adopt on behalf of reasonable compensationany Securityholder any plan of reorganization, expenses and counsel fees and expenses out arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the estate claim of any Securityholder in any such proceedings shall be denied proceeding except, as aforesaid, to vote for any reason, payment the election 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 Securities of such series may be entitled to receive trustee in such proceedings, whether in liquidation bankruptcy or under any plan of reorganization or arrangement or otherwisesimilar person. All rights of action and of asserting claims under this Indenture, or under the Securities of any of the Securitiesseries, may be enforced by the Trustee without the possession of any of the Securities, Securities of such series 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 as trustee of an express trust, and any recovery of judgment judgment, shall be for the ratable benefit of the Holders of the Securities of the series in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment has been recoveredof a court may be sought as to the interpretation or construction of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities to which such proceedings relate, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Payment of Securities on Default; Suit Therefor. The Issuer Corporation covenants that (a1) if in case default shall be made in the payment of any installment of interest upon interest, if any, on any of the Securities of any series then Outstanding or any Additional Amounts payable in respect of any of the Securities 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 (or premium, if any, on) any of the Securities of such series any series, as and when the same shall have become due and payable, whether at upon maturity of the Securities of such series or upon redemption or by upon declaration or otherwise, then, then upon demand of the Trustee, the Issuer will Corporation shall pay to the Trustee, for the benefit of the Holders of the Securities of such series, and the Coupons, if any, appertaining to such Securities, the whole amount that then shall have become due and payable on all such Securities of such series and such Coupons, for principal (and premium, if any) or interest, if any, or bothAdditional Amounts, if any 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, and Additional Amounts, if any, at the same rate borne by as the rate of interest specified in the Securities of such seriesseries (or, with respect to Original Issue Discount Securities, at the rate specified in the terms of such Securities for interest on overdue principal thereof upon maturity, redemption or acceleration); and, in addition thereto, such further amount amounts as shall be sufficient payable pursuant to cover Section 7.06. In case the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If 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 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 Corporation or any other obligor on the upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer Corporation or any other obligor on the upon such Securities of such series, 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 Corporation or any other obligor on the upon Securities of any series then Outstanding under Title 11 of the 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 Corporation or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Corporation or such other obligor upon the Securities of such seriesobligor, or to the creditors or property of the Issuer Corporation or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2Section, 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 (or, with respect to Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series), and premium, if any, interest, if any, and Additional Amounts, if any, owing and unpaid in respect of the Securities 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 Securityholders Holders of the Securities and Coupons of such series allowed in any such judicial proceedings relative to the Issuer Corporation or any other obligor on upon the Securities of such series, its or their creditors, to the creditors or its property of the Corporation or their propertysuch 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 Securityholders 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 Securityholders Holders of the Securities and Coupons 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 SecurityholdersSecurityholders 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 6.6, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of Trustee, its agents, attorneys and counsel, and all other reasonable compensation, 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 Securities 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 the Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities or Coupons appertaining to such Securities, or the production thereof at in 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 of the Securities or Coupons appertaining thereto. In case of a default hereunder the Trustee may in 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 such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the series exercise of any power granted in respect of which such judgment has been recoveredthis Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if In case default shall be made in the payment of (i) any installment of interest upon any of the Securities of any series 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 (bii) if default shall be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption or by declaration as authorized by this Indenture or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders of the SecuritiesSecurities of such series, the whole amount that then shall have become due and payable on all such Securities of such series for principal Principal or interest, if any, or bothany combination thereof, as the case may be, with interest upon the portion of the overdue Principal that consists of 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 Securities of such seriesseries or Yield to Maturity (in the case of Original Issue Discount Securities); and, in addition theretoaddition, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to compensation, expenses, disbursements and advances of the Trustee, its agentsagent, attorneys and counsel, and any expenses or liabilities incurred by . (b) 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 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 Securities of such any series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, wherever situated, the moneys money adjudged or decreed to be payable. If . (c) In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Securities of any series then Outstanding under Title 11 of the 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 other obligor upon on the Securities of such series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed in the Securities of such series or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.26.02, 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 Principal and interest, if any, interest owing and unpaid in respect of the Securities of such series, and, in case of any judicial proceedings, (i) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditors, or its or their property, and (ii) to collect and receive any moneys money 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 Securityholders to make such payments to the Trustee, and, if and in the event that the Trustee shall consent to the making of such payments payment directly to the Securityholders, to pay to the Trustee any amount due it for compensation reasonable compensation, expenses, disbursements and expenses or otherwise pursuant to advances of the Trustee, its agents and its counsel and any other amounts due the Trustee under Section 6.6, including counsel fees and expenses incurred by it up to the date of such distribution7.07. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the trust 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, moneysmoney, securities and other property which the Holders of the Securities of such series may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. . (d) Nothing contained in this Section 6.02 shall be deemed to authorize the Trustee to authorize or consent to or adopt on behalf of any Securityholder any plan of reorganization or arrangement affecting the Securities of any series or the rights of any Securityholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding. (e) All rights of action and of asserting claims under this Indenture, or under any of the SecuritiesSecurities of any series, may be enforced by the Trustee without the possession of any of the SecuritiesSecurities of such series, 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 judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of the Holders of the Securities of the series in respect of which such judgment has been recoveredseries.

Payment of Securities on Default; Suit Therefor. The Issuer covenants Company and the Guarantor covenant that (a) if in case default shall be made in the payment of any installment of interest upon any of the Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such any series as and when the same shall have become due and payable, whether at maturity of the Securities of such that series or upon redemption or by declaration or otherwise, otherwise -- then, upon demand of the Trustee, the Issuer Company or the Guarantor will pay to the Trustee, for the benefit of the Holders holders of the Securities, Securities of that series the whole amount that then shall have become due and payable on all such Securities of such that series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by a Countrywide Trust or a trustee of such trust, without duplication of any other amounts paid by the Guarantor or such Countrywide Trust or trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate or Yield to Maturity (in the case of Original Issue Discount Securities) borne by the Securities of such that 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 agents, 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 or the Guarantor 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 the Guarantor or any other obligor on the such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or the Guarantor or any other obligor on the such Securities of such series, 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 the Guarantor or any other obligor on the Securities of any series then Outstanding 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 the Guarantor or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company or the Guarantor or other obligor upon the Securities of such any series, or to the creditors or property of the Issuer Company or the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such any 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 5.25.02, 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 and interestinterest (or, if any, the Securities of that series are Original Issue Discount Securities such portion of the principal amount as may be specified in the terms of that series) owing and unpaid in respect of the Securities of such series, series 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or the Guarantor or any other obligor on the Securities of such any series, its or their creditorsto the creditors or property of the Company or the Guarantor or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities or its any series in any election of a trustee or their propertya standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities 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 interest, if any, on any of the Securities of any series then Outstanding series, 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 (b2) if in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series any series, as and when the same shall have become due and payable, whether at upon maturity of the Securities of such series or upon redemption redemption, repurchase or by repayment or upon declaration or otherwise, then, then upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders of the SecuritiesSecurities of such series, the whole amount that then shall have become due and payable on all such Securities of such series series, for principal principal, premium, if any, or interest, if any, or both, as the case may be, with interest upon the overdue principal principal, premium, if any and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interestinterest at the same rate as the rate of interest specified in the Securities of such series (or, if anywith respect to Original Issue Discount Securities, at the rate borne by specified in the terms of such Securities for interest on overdue principal thereof upon maturity, redemption, repurchase, repayment or acceleration of such series, as the case may be); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or all other reasonable expenses, indemnities and liabilities incurred incurred, and all advances made, by the Trustee hereunder other than through its negligence or bad faithTrustee. If In case the Issuer Company shall fail forthwith to pay such amounts upon such demanddemand by the Trustee and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, such amounts have not been paid by the Guarantor under the Guarantee, 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, the Guarantor (with respect to any series of Securities to which the provisions of Article Fifteen shall apply) or any other obligor on the upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company, the Guarantor (if applicable) or any other obligor on the upon such Securities of such series, 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, the Guarantor (with respect to any series of Securities to which the provisions of Article Fifteen shall apply) or any other obligor on the upon Securities of any series then Outstanding under Title 11 of the 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, the Guarantor (if applicable) or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Company, the Guarantor (if applicable) or such other obligor upon the Securities of such seriesobligor, or to the creditors or property of the Issuer Company, the Guarantor (if applicable) or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2Section, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise to the extent permitted by the court, to file and prove a claim or claims for the whole amount of principal (or, with respect to Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series), premium, if any, and interest, if any, owing and unpaid in respect of the Securities 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 (including any claim for reasonable compensation to the Trustee, its agents, attorneys and counsel, and for reimbursement of all reasonable expenses, indemnities and liabilities incurred, and all advances made, by the Trustee) and of the Securityholders Holders of the Securities of such series allowed in any such judicial proceedings relative to the Issuer Company, the Guarantor (if applicable) or any other obligor on upon the Securities of such series, its or their creditorsto the creditors or property of the Company, the Guarantor (if applicable) or its or their propertysuch 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 Securityholders 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 Securityholders Holders of the Securities 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 SecurityholdersSecurityholders 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 6.6, including counsel fees and expenses incurred by it up to the date Trustee, its agents, attorneys and counsel, and all other reasonable expenses, indemnities and liabilities incurred, and all advances made, by the Trustee. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of such distribution. To any Holder any plan of reorganization, arrangement, adjustment or composition affecting the extent that such payment Securities or the rights of reasonable compensationany Holder thereof, expenses and counsel fees and expenses out 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 the Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 of the Securities of the series in respect of which such judgment has been recovered. In case of an Event of Default hereunder the Trustee may in 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 necessary to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture 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 Securities on Default; Suit Therefor. The Issuer covenants Issuers covenant that (a) if default shall be made in the payment of any installment of interest upon any of the Securities of any series then Outstanding as and when the same shall become due and payable, and such default shall have continued for a period of 30 60 days, or (b) if default shall be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for 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 Securities 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 agents, 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 either or both of the Issuer Issuers or any other obligor on the Securities of such series and collect in the manner provided by law out of the property of either or both of the Issuer Issuers, or any other obligor on the Securities 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 either of the Issuer Issuers or any other obligor on the Securities of any series 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 either of the Issuer Issuers or such other obligor, or in the case of any other similar judicial proceedings relative to either of the Issuer Issuers or other obligor upon the Securities of such series, or to the creditors or property of either the Issuer Issuers or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2, 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 and interest, if any, owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer such Issuer, or any other obligor on the Securities of such series, 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 Securityholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if in case a default shall be made in the payment of any installment of interest upon on any of the Securities of any series then Outstanding as and when the same such interest shall have become due and payable, and such default shall have continued for a period of 30 days, days or (b) if in case a default shall be made in the payment of the principal of any of the Securities of such any series as and when the same shall have become due and payable, whether at upon maturity of the Securities of such series or upon redemption or by declaration or otherwise, and such default shall have continued for a period of 30 days or (c) in case of a default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series and such default shall have continued for a period of 30 days, then, upon demand of the Trustee, the Issuer will pay to the Trustee, Trustee for the benefit of the Holders of the Securities, Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series for principal or and interest, if any, or both, as the case may be, be (with interest to the date of such payment upon the overdue principal and (and, to the extent that payment of such interest is enforceable under applicable law) upon the , on overdue installments of interest, if any, at the rate borne by the Overdue Rate applicable to Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation and any further amounts payable to the Trustee and its agents and counsel pursuant to Section 5.5. Until such demand is made by the Trustee, its agentsthe Issuer may pay the principal of and interest, attorneys if any, on the Securities of any series to the registered Holders, whether or not the principal of and counselinterest, and any expenses or liabilities incurred by if any, on the Trustee hereunder other than through its negligence or bad faithSecurities of such series be overdue. If In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and/or in the name of the Securityholders either individually or as a class 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 or any other obligor on the upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Securities of upon such seriesSecurities, wherever situated, the moneys adjudged or decreed to be payable. If In case there shall be pending proceedings for the liquidation, for the bankruptcy or other collective insolvency, bankruptcy or compulsory liquidation proceeding or for the reorganization of the Issuer or any other obligor on upon the Securities of any series then Outstanding under any bankruptcyapplicable law, insolvency or in case a custodian, receiver, liquidator, assignee, trustee or other similar law now or hereafter in effect, or if a receiver or trustee or similar official officer shall have been appointed for the property or taken possession of the Issuer or of all or any substantial part of the assets of the Issuer or any such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor upon the Securities of such any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the any Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2Section, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, subject to the provisions of Article Eleven hereof: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of any series are Original Issue Discount Securities or if the Securities of any series provide that an amount other than the face thereof will or may be payable upon maturity thereof or upon a declaration of acceleration thereof, such amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 4.1) and interest, if any, owing and unpaid in respect of the Securities of such any series, 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 any amounts payable to the Trustee pursuant to Section 5.5) and of the Securityholders allowed in such any judicial proceedings relative relating to the Issuer or any other obligor on upon the Securities of such any series, its or their creditorsto the creditors or property of the Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or its a standby trustee in arrangement, reorganization, liquidation or their propertyother bankruptcy or insolvency proceedings or of a person performing similar functions in comparable proceedings, and and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the same claims of the Securityholders and of the Trustee on their behalf (after the deduction of its charges costs and expensesexpenses of collection, and any further amounts payable to the Trustee pursuant to Section 5.5 and incurred by it up to the date of distribution); and any custodian, receiver, assignee or liquidator, assignee, trustee or other similar official in bankruptcy or reorganization officer is hereby authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee any amount due it for compensation costs and expenses or otherwise of collection, and any further amounts payable to the Trustee pursuant to Section 6.6, including counsel fees 5.5 and expenses incurred by it up to the date of such distribution. To Nothing herein contained shall be deemed to authorize the extent that such payment Trustee to authorize or consent to or vote for or accept or adopt on behalf of reasonable compensationany Securityholder any plan of reorganization, expenses and counsel fees and expenses out arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the estate claim of any Securityholder in any such proceedings shall be denied proceeding except, as aforesaid, to vote for any reason, payment the election 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 Securities of such series may be entitled to receive trustee in such proceedings, whether in liquidation bankruptcy or under any plan of reorganization or arrangement or otherwisesimilar person. All rights of action and of asserting claims under this Indenture, or under the Securities of any of the Securitiesseries, may be enforced by the Trustee without the possession of any of the Securities, Securities of such series 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/or in the name of the Securityholders either individually or as a class and as trustee of an express trust, and any recovery of judgment judgment, shall be for the ratable benefit of the Holders of the Securities of the series in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment has been recoveredof a court may be sought as to the interpretation or construction of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities to which such proceedings relate, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Payment of Securities on Default; Suit Therefor. The Issuer Company covenants that in case an Event of Default under Section 5.01(a), (ab), (c) if default shall be made in the payment of any installment of interest upon any of the Securities of any series then Outstanding as and when the same shall become due and payable, and such default or (f) shall have continued for a period of 30 days, or (b) if default shall occurred and be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption or by declaration or otherwisecontinuing, then, upon demand of the Trustee, the Issuer Company will pay to the the, Trustee, for the benefit of the Holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestand premium, if any, and interest, 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 lawlaw and, if the Securities are held by the Trust or a trustee of such trust, without duplication of any other amounts paid by the Trust or a trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, wherever situated, situated the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy In case an Event of Default under Section 5.01(d) or for the reorganization of the Issuer or any other obligor on the Securities of any series then Outstanding under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official (e) 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 upon the Securities of such series, or to the creditors or property of the Issuer or such other obligoroccurred, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, (a) to file and prove a claim or claims for the whole amount of principal and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, (b) to vote on behalf of the Holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings (or of a person performing similar functions in comparable proceedings) and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute 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 Securityholders 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 Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders of the Securities Securities. 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 series in respect Securities, and it shall not be necessary to make any Holders of which the Securities parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The Issuer Corporation covenants that (a) if default in case Default shall be made in the payment of any installment of interest upon any of the Securities of any series then Outstanding as and when the same shall become due and payable, and such default Default shall have continued for a period of 30 thirty days, or (b) if default in case Default shall be made in the payment of the principal of (or premium, if any, on) any of the Securities of such any series as and when the same shall have become due and payable, whether at maturity of the Securities of such that series or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Corporation will pay to the Trustee, for the benefit of the Holders holders of the such Securities, the whole amount that then shall have become due and payable on all such Securities of such series for 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 of interest (or the Yield to Maturity in the case of Discounted Securities) borne by the Securities of such that 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 agents, attorneys and counsel, and any expenses or liabilities incurred incurred, and all advances made, by the Trustee hereunder other than through its negligence or bad faithwillful misconduct. 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Corporation or any other obligor on the such Securities of such series, 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 Corporation or any other obligor on the Securities of any series then Outstanding under the Federal Bankruptcy Code or any bankruptcy, insolvency or other similar law now or hereafter in effectapplicable law, or if in case a receiver receiver, custodian or trustee or similar official shall have been appointed for the property of the Issuer Corporation or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Corporation or other obligor upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Corporation or such other obligor, the Trustee, irrespective of whether the principal of the such Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.27.02, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims claims, for the whole amount of principal (and premium, if any) and interest, if any, any owing and unpaid in respect of the Securities of such seriesSecurities, and, 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 Securityholders holders of such Securities allowed in such judicial proceedings relative to the Issuer Corporation or any other obligor on the Securities of such seriesSecurities, 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, custodian, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6expenses, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.

Payment of Securities 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 Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such any series as and when the same shall have become due and payable, whether at maturity of the Securities of such that series 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 Holders holders of the SecuritiesSecurities of that series, the whole amount that then shall have become due and payable on all such Securities of such that series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by a Citicorp Capital Trust or a trustee of such trust, without duplication of any other amounts paid by a Citicorp Capital Trust or trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate or Yield to Maturity (in the case of Original Issue Discount Securities) borne by the Securities of such that 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 agents, 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 such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the such Securities of such series, 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 Securities of any series then Outstanding 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 upon the Securities of such any series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such any 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 5.25.02, 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 and interestinterest (or, if any, the Securities of that series are Original Issue Discount Securities such portion of the principal amount as may be specified in the terms of that series) owing and unpaid in respect of the Securities of such series, series 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such any series, 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 Securities or its any series in any election of a trustee or their propertya standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities 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 Compounded Interest and Additional Sums, if any) upon any of the Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestand premium, if any, or interest (including Compounded Interest and Additional Sums, 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 lawlaw and, if the Securities are held by the Trust or a trustee of such trust, without duplication of any other amounts paid by the Trust or a trustee in respect thereof) upon the overdue installments of interestinterest (including Compounded Interest and Additional Sums, if any, ) at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, wherever situated, situated the moneys adjudged or decreed to be payable. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of the Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. If an Event of Default occurs and shall be continuing as to the Securities, the Property Trustee will have the right to declare the principal of (premium, if any, on) and interest (including any Compounded Interest of Additional Interest) and any other amounts payable under the Indenture to be forthwith due and payable and to enforce the right as a creditor with respect to the Securities. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Securities of any series then Outstanding 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 upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2SECTION 5.02, 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 and interestpremium, if any, and interest (including Compounded Interest and Additional Sums, if any) owing and unpaid in respect of the Securities of such series, 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 amounts due to the Trustee pursuant to SECTION 6.06) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, to pay to the Trustee any amount such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other amounts due it for compensation and expenses or otherwise to the Trustee pursuant to Section 6.6SECTION 6.06. Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, including counsel fees and expenses incurred by it up arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities 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 Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by OnBank Capital Trust or a trustee of such trust, without duplication of any other amounts paid by OnBank Capital Trust or trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, 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 Securities of any series then Outstanding 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 upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if default shall be made in the payment of any installment of interest upon any of the Securities of any series 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 default shall be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for 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 Securities 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 agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Securities 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 Securities of any series 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 or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor upon the Securities of such series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2, 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 and interest, if any, owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Securities of such series, 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 Securityholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6expenses, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if default shall be made in the payment of any installment of interest upon any of the Securities of any series 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 default shall be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for 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 Securities 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 agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Securities 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 Securities of any series 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 or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor upon the Securities of such series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2, 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 and interest, if any, owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Securities of such series, 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 Securityholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6expenses, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.name

Payment of Securities 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 Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such any series as and when the same shall have become due and payable, whether at maturity of the Securities of such that series 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 Holders holders of the SecuritiesSecurities of that series, the whole amount that then shall have become due and payable on all such Securities of such that series for principal or interestand premium, if any, or interest, 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 of interest or Yield to Maturity (in the case of Original Issue Discount Securities) borne by the Securities of such that 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 agents, 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 such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the such Securities of such series, 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 Securities of any series then Outstanding 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 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 upon the Securities of such any series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such any 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 5.25.02, 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 and interestinterest (or, if any, the Securities of that series are Original Issue Discount Securities such portion of the principal amount as may be specified by the terms of that series) owing and unpaid in respect of the Securities of such series, series 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of any series or to the creditors or property of the Company or such seriesother obligor, its unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or their creditorsa standby trustee in arrangement, reorganization, liquidation or its other bankruptcy or their propertyinsolvency 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 Securityholders 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 Securityholders, 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 6.6, including counsel fees and expenses incurred by it up to the date Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all amounts owing to the Trustee and each predecessor Trustee under Section 6.06. Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of such distribution. To any Secunityholder any plan of reorganization, arrangement, adjustment or composition affecting the extent that such payment Securities of reasonable compensation, expenses and counsel fees and expenses out any series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 all the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Securities of the series in respect affected thereby and it shall not be necessary to make any such holders of which the Securities parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The Issuer Company covenants that in case an Event of Default under Section 5.01(a), (ab), (c) if default shall be made in the payment of any installment of interest upon any of the Securities of any series then Outstanding as and when the same shall become due and payable, and such default or (f) shall have continued for a period of 30 days, or (b) if default shall occurred and be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption or by declaration or otherwisecontinuing, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestand premium, if any, and interest, 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 lawlaw and, if the Securities are held by the Trust or a trustee of such trust, without duplication of any other amounts paid by the Trust or a trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, wherever situated, situated the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy In case an Event of Default under Section 5.01(d) or for the reorganization of the Issuer or any other obligor on the Securities of any series then Outstanding under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official (e) 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 upon the Securities of such series, or to the creditors or property of the Issuer or such other obligoroccurred, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, (a) to file and prove a claim or claims for the whole amount of principal and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, (b) to vote on behalf of the Holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings (or of a person performing similar functions in comparable proceedings) and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute 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 Securityholders 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 Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders of the Securities Securities. 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 series in respect Securities, and it shall not be necessary to make any Holders of which the Securities parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if in case a default shall be made in the payment of any installment of interest upon on any of the Securities of any series then Outstanding as and when the same such interest shall have become due and payable, and such default shall have continued for a period of 30 days, days or (b) if in case a default shall be made in the payment of the principal of any of the Securities of such any series as and when the same shall have become due and payable, whether at upon maturity of the Securities of such series or upon redemption or by declaration or otherwise, or (c) in case of a default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then, upon demand of the Trustee, the Issuer will pay to the Trustee, Trustee for the benefit of the Holders of the Securities, Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series for principal or and interest, if any, or both, as the case may be, be (with interest to the date of such payment upon the overdue principal and (and, to the extent that payment of such interest is enforceable under applicable law) upon the , on overdue installments of interest, if any, at the rate borne by the Overdue Rate applicable to Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation and any further amounts payable to the Trustee pursuant to Section 5.5. Until such demand is made by the Trustee, its agentsthe Issuer may pay the principal of and interest, attorneys if any, on the Securities of any series to the registered Holders, whether or not the principal of and counselinterest, and any expenses or liabilities incurred by if any, on the Trustee hereunder other than through its negligence or bad faithSecurities of such series be overdue. If In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 or any other obligor on the upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Securities of upon such seriesSecurities, wherever 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 Issuer, the Guarantor or any other obligor on upon the Securities of any series then Outstanding under Title 11 of the United States Code or any bankruptcy, insolvency or other similar law now applicable Federal or hereafter in effectstate law, or if in case a receiver or receiver, trustee in bankruptcy or similar official shall have been appointed for the property of the Issuer Issuer, the Guarantor or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Issuer, the Guarantor or other obligor upon the Securities of such any series, or to the creditors or property of the Issuer Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of the any Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2Section, shall shall, subject to the provisions of Article Eleven and Article Thirteen, be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of any series are Original Issue Discount Securities or if the Securities of any series provide that an amount other than the face thereof will or may be payable upon maturity thereof or upon a declaration of acceleration thereof, such amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 4.1) and interest, if any, owing and unpaid in respect of the Securities of such any series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer or (including any other obligor on the Securities of such series, its or their creditors, or its or their property, and to collect and receive claim for any moneys or other property amounts 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 Securityholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.Section

Payment of Securities on Default; Suit Therefor. The Issuer Company covenants that that: (a) if default shall be made in the payment case of nonpayment of any installment of interest upon any of the Securities of any series then Outstanding as and when the same shall become due and payable, and such default nonpayment shall have continued for a period of 30 days, or or (b) if default shall be made in the payment case of nonpayment of any of the principal of or premium, if any, on any of the Securities of such any series as and when the same shall have become due and payable, whether at maturity of the Securities of such that series or upon redemption or by declaration or otherwise, or (c) in case there shall have occurred a failure in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than those set forth exclusively in terms of any particular series of Securities established as contemplated in this Indenture), and continuance of such failure or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Securities a written notice specifying such failure or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders holders of the SecuritiesSecurities of that series, the whole amount that then shall have become due and payable on all such Securities of such that series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by a Trust or a trustee of such trust, without duplication of any other amounts paid by a Trust or trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate or Yield to Maturity (in the case of Original Issue Discount Securities) borne by the Securities of such that 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 agents, 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 such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the such Securities of such series, 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 Securities of any series then Outstanding under any bankruptcy, insolvency or other similar law now or hereafter in effectthe Bankruptcy Law, 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 upon the Securities of such any series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such any 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 5.25.02, 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 and interestinterest (or, if any, the Securities of that series are Original Issue Discount Securities such portion of the principal amount as may be specified in the terms of that series) owing and unpaid in respect of the Securities of such series, series 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such any series, 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 Securities or its any series in any election of a trustee or their propertya standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities parties to any such proceedings. Notwithstanding any provision in this Section 5.02, neither the Trustee nor the Securityholders shall have the right to accelerate payment of any series of the series Securities or otherwise to declare such Securities due and payable except as specifically set forth in respect of which such judgment has been recoveredSection 5.01.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if default shall be made in the payment of any installment of interest upon any of the Securities of any series 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 default shall be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for 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 Securities 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 agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Securities 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 Securities of any series 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 or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor upon the Securities of such series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2, 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 and interest, if any, owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Securities of such series, 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 Securityholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6expenses, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.

Payment of Securities 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 Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by Firstar Capital Trust or a trustee of such trust, without duplication of any other amounts paid by Firstar Capital Trust or a trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 or any other obligor on the Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Securities 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 Securities of any series 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 or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor upon the Securities of such series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2, 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 and interest, if any, owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Securities of such series, 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 Securityholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.as

Payment of Securities on Default; Suit Therefor. The Issuer covenants and the Guarantor covenant that (a) if in case a default shall be made in the payment of any installment of interest upon on any of the Securities of any series then Outstanding as and when the same such interest shall have become due and payable, and such default shall have continued for a period of 30 days, or (b) if in case a default shall be made in the payment of the principal of any of the Securities of such any series as and when the same shall have become due and payable, whether at upon maturity of the Securities of such series or upon redemption or by declaration or otherwise, or (c) in case of a default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series, then, upon demand of the Trustee, the Issuer or the Guarantor will pay to the Trustee, Trustee for the benefit of the Holders holders of the Securities, Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series for principal or and interest, if any, or both, as the case may be, be (with interest to the date of such payment upon the overdue principal and (and, to the extent that payment of such interest is enforceable under applicable law) upon the , on overdue installments of interest, if any, at the rate borne by the Overdue Rate applicable to Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation and any further amounts payable to the Trustee pursuant to Section 5.5. Until such demand is made by the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If the Issuer may pay the principal of and interest, if any, on the Securities of any series to the registered holders, whether or not the principal of and interest, if any, on the Securities of such series be overdue. In case the Issuer and the Guarantor 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 Issuer, the Guarantor or any other obligor on the upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer Issuer, the Guarantor or any other obligor on the Securities of upon such seriesSecurities, wherever 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 Issuer, the Guarantor or any other obligor on upon the Securities of any series then Outstanding under Title 11 of the United States Bankruptcy Code or any bankruptcy, insolvency or other similar law now applicable Federal, state or hereafter in effectCanadian federal law, or if in case a receiver or receiver, trustee in bankruptcy or similar official shall have been appointed for the property of the Issuer Issuer, the Guarantor or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Issuer, the Guarantor or other obligor upon the Securities of such any series, or to the creditors or property of the Issuer Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of the any Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2Section, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise: (a) to file and prove a proof of claim or claims for the whole amount of principal (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 4.1) and interest, if any, owing and unpaid in respect of the Securities of such any series, 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 any amounts payable to the Trustee pursuant to Section 5.5) and of the Securityholders allowed in such any judicial proceedings relative relating to the Issuer Issuer, the Guarantor or any other obligor on upon the Securities of such any series, its or their creditorsto the creditors or property of the Issuer, the Guarantor or its such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or their propertya standby trustee in arrangement, and reorganization, liquidation or other bankruptcy or insolvency proceedings or of a person performing similar functions in comparable proceedings; and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the same claims of the Securityholders and of the Trustee on their behalf (after the deduction of its charges costs and expensesexpenses of collection, and any further amounts payable to the Trustee pursuant to Section 5.5 and incurred by it up to the date of distribution); and any trustee in bankruptcy, receiver, assignee or trustee or other similar official in bankruptcy or reorganization is hereby authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee any amount due it for compensation costs and expenses or otherwise of collection, and any further amounts payable to the Trustee pursuant to Section 6.6, including counsel fees 5.5 and expenses incurred by it up to the date of such distribution. To Nothing herein contained shall be deemed to authorize the extent that such payment Trustee to authorize or consent to or vote for or accept or adopt on behalf of reasonable compensationany Securityholder any plan of reorganization, expenses and counsel fees and expenses out arrangement, adjustment or composition affecting the Securities of any series or the rights of any holder thereof, or to authorize the Trustee to vote in respect of the estate claim of any Securityholder in any such proceedings shall be denied proceeding except, as aforesaid, to vote for any reason, payment the election 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 Securities of such series may be entitled to receive trustee in such proceedings, whether in liquidation bankruptcy or under any plan of reorganization or arrangement or otherwisesimilar person. All rights of action and of asserting claims under this Indenture, or under the Securities of any of the Securitiesseries, may be enforced by the Trustee without the possession of any of the Securities, Securities of such series 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 as trustee of an express trust, and any recovery of judgment judgment, shall be for the ratable benefit of the Holders holders of the Securities of the series in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment has been recoveredof a court may be sought as to the interpretation or construction of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the holders of the Securities to which such proceedings relate, and it shall not be necessary to make any holders of such Securities parties to any such proceedings.

Payment of Securities 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 Compounded Interest and Additional Sums, if any) upon any of the Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestand premium, if any, or interest (including Compounded Interest and Additional Sums, 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 lawlaw and, if the Securities are held by the Trust or a trustee of such trust, without duplication of any other amounts paid by the Trust or a trustee in respect thereof) upon the overdue installments of interestinterest (including Compounded Interest and Additional Sums, if any, ) at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, 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 Securities of any series then Outstanding 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 upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interestpremium, if any, and interest (including Compounded Interest and Additional Sums, if any) owing and unpaid in respect of the Securities of such series, 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 amounts due to the Trustee pursuant to 6.06) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, to pay to the Trustee any amount such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other amounts due it for compensation and expenses or otherwise to the Trustee pursuant to Section 6.66.06. Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, including counsel fees and expenses incurred by it up arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities 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 Securities of any series 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 in case default shall be made in the payment of the principal of and premium, if any, on any of the Securities of such any series as and when the same shall have become due and payable, whether at maturity of the Securities of such that series or upon redemption or by declaration declaration, repayment or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders of the SecuritiesSecurities of that series, the whole amount that then shall have become due and payable on all such Securities of such that series for principal or interestand premium, if any, or 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 or Yield to Maturity (in the case of Original Issue Discount Securities) borne by the Securities of such that 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 agents, 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 forthwith 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 upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the upon such Securities of such series, 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 Securities of any series then Outstanding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effectlaw, 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 other obligor upon the Securities of such any series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such any 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 5.2, 5.03 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 (and interestpremium, if any) and interest (or, owing and unpaid in respect of if the Securities of that series are Original Issue Discount Securities, such series, and, in case portion of any judicial proceedings, to file such proofs of claim and other papers or documents the principal amount as may be necessary or advisable specified in order to have the claims terms of the Trustee and of the Securityholders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Securities of such series, 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 Securityholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.that

Payment of Securities on Default; Suit Therefor. The Issuer covenants Company and the Guarantor covenant that (a) if default shall be made in the payment case an Event of any installment of interest upon any of the Securities of any series then Outstanding as and when the same shall become due and payableDefault under Sections 5.01(a), and such default (b), (c) or (f) shall have continued for a period of 30 days, or (b) if default shall occurred and be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption or by declaration or otherwisecontinuing, then, upon demand of the Trustee, the Issuer Company or the Guarantor will pay to the Trustee, for the benefit of the Holders holders of the SecuritiesSecurities of that series, the whole amount that then shall have become due and payable on all such Securities of such that series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by a Countrywide Trust or a trustee of such Trust, without duplication of any other amounts paid by the Guarantor or such Countrywide Trust or a trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such that 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 agents, 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 or the Guarantor 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 the Guarantor or any other obligor on the such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or the Guarantor or any other obligor on the such Securities of such series, wherever situated, situated the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy an Event of Default under Sections 5.01(d) or for the reorganization of the Issuer or any other obligor on the Securities of any series then Outstanding under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official (e) 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 upon the Securities of such series, or to the creditors or property of the Issuer or such other obligoroccurred, the Trustee, irrespective of whether the principal of the Securities of such any 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 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, series 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or the Guarantor or any other obligor on the Securities of such any series, its or their creditorsto the creditors or property of the Company or the Guarantor or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities or its any series in any election of a trustee or their propertya standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities 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 Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by HUBCO Capital Trust or a trustee of such trust, without duplication of any other amounts paid by HUBCO Capital Trust or a trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, 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 Securities of any series then Outstanding 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 upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The Issuer Company covenants that that: (ai) if in case default shall be made in the payment of any installment of interest upon (including Compounded Interest and Additional Sums, if any) on any of the Securities Debentures of any a series 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 (bii) if in case default shall be made in the payment of the principal of any of the Securities Debentures of such that series as and when the same shall have become due and payable, whether at maturity of the Securities Debentures of such that series or upon redemption prepayment or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders holders of the SecuritiesDebentures of that series, the whole amount that then shall have become due and payable on all such Securities of such series Debentures for principal or interestinterest (including Compounded Interest and Additional Sums, 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 lawlaw and, if the Debentures of that series are held by a Trust or a trustee of such Trust, without duplication of any other amounts paid by the Trust or a trustee in respect thereof) upon the overdue installments of interestinterest (including Compounded Interest and Additional Sums, if any, ) at the rate borne by the Securities of such seriesDebentures; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by other amount due to the Trustee hereunder other than through its negligence or bad faithpursuant to Section 6.06. 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 Securities of such series Debentures and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such seriesDebentures, wherever 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 Securities Debentures of any a series then Outstanding 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, obligor of a series or in the case of any other similar judicial proceedings relative to the Issuer Company or other obligor of a series upon the Securities Debentures of such that series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities Debentures of such that 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 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities Debentures of such series, that series 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 amounts due to the Trustee pursuant to Section 6.06) and of the Securityholders Debentureholders of that series allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities Debentures of such that series, 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 Debentures of that series 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 Securityholders Debentureholders of that series 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 SecurityholdersDebentureholders of that series, to pay to the Trustee any amount due it for such amounts as shall be sufficient to cover reasonable compensation to, and expenses or otherwise of, the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other amounts due to the Trustee pursuant to Section 6.66.06. Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Debentureholder any plan of reorganization, including counsel fees and expenses incurred by it up arrangement, adjustment or composition affecting the Debentures of a series or the rights of any holder thereof or to authorize the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out Trustee to vote in respect of the estate claim of any Debentureholder 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 Securities of such series 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 SecuritiesDebentures of a series, may be enforced by the Trustee without the possession of any of the SecuritiesDebentures of that series, 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, subject to the terms of this Indenture, be for the ratable benefit of the Holders holders of the Securities Debentures of that series. 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 series in respect Debentures, and it shall not be necessary to make any holders of which the Debentures parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The Issuer Corporation covenants that (a) if in case default shall be made in the payment of any installment of interest upon any of the Securities of any series then Outstanding 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 of (or premium, if any, on) any of the Securities of such any series as and when the same shall have become due and payable, whether at maturity of the Securities of such that series or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Corporation will pay to the Trustee, for the benefit of the Holders holders of the such Securities, the whole amount that then shall have become due and payable on all such Securities of such series for 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 of interest (or the Yield to Maturity in the case of Discounted Securities) borne by the Securities of such that 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 agents, attorneys and counsel, and any expenses or liabilities incurred incurred, and all advances made, by the Trustee hereunder other than through its negligence or bad faith. 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Corporation or any other obligor on the such Securities of such series, 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 Corporation or any other obligor on the Securities of any series then Outstanding under the Federal Bankruptcy Code or any bankruptcy, insolvency or other similar law now or hereafter in effectapplicable law, or if in case a receiver receiver, custodian or trustee or similar official shall have been appointed for the property of the Issuer Corporation or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Corporation or other obligor upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Corporation or such other obligor, the Trustee, irrespective of whether the principal of the such Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.27.02, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims claims, for the whole amount of principal (and premium, if any) and interest, if any, any owing and unpaid in respect of the Securities of such seriesSecurities, and, 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 Securityholders holders of such Securities allowed in such judicial proceedings relative to the Issuer Corporation or any other obligor on the Securities of such seriesSecurities, 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, custodian, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6expenses, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.

Payment of Securities on Default; Suit Therefor. The Issuer Corporation covenants that (a) if in case default shall be made in the payment of any installment of interest upon (including Compounded Interest and Additional Sums, if any) on any of the Securities of any series 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 in case default shall be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption prepayment or by declaration or otherwise, then, upon demand of the Debenture Trustee, the Issuer Corporation will pay to the Debenture Trustee, for the benefit of the Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestinterest (including Compounded Interest and Additional Sums, 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 lawlaw and, if the Securities are held by the Trust or a trustee of such Trust, without duplication of any other amounts paid by the Trust or a trustee in respect thereof) upon the overdue installments of interestinterest (including Compounded Interest and Additional Sums, if any, ) at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Debenture Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by other amount due to the Debenture 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 Debenture 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Corporation or any other obligor on the Securities of such seriesSecurities, wherever 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 Corporation or any other obligor on the Securities of any series then Outstanding 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 Corporation or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Corporation or other obligor upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Corporation or such other obligor, the Debenture Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Debenture Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 Debenture Trustee (including any claim for amounts due to the Debenture Trustee pursuant to Section 6.06) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Corporation or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Corporation or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders to make such payments to the Debenture Trustee, and, if in the event that the Debenture Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Debenture Trustee any amount due it for such amounts as shall be sufficient to cover reasonable compensation to, and expenses or otherwise of, the Debenture Trustee, each predecessor Debenture Trustee and their respective agents, attorneys and counsel, and all other amounts due to the Debenture Trustee pursuant to Section 6.66.06. Nothing herein contained shall be construed to authorize the Debenture Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, including counsel fees and expenses incurred by it up arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out Debenture Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Debenture Trustee without the possession of any of the Securities, or the production thereof at on any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Debenture 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 Securities. In any proceedings brought by the Debenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Debenture Trustee shall be a party), the Debenture Trustee shall be held to represent all the holders of the Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that In case (a1) if default shall be made in the payment of any installment of interest upon any of the Securities Security of any series 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 (b2) if default shall be made in the payment of the principal of or premium, if any, on any Security of the Securities of such any series as and when the same shall have become due and payable, whether at maturity Maturity of Securities of that series or otherwise, or (3) default is made in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series and such series or upon redemption or by declaration or otherwise, default shall continue for a period of 30 days -- then, upon demand of the Trustee, the Issuer will Company shall pay to the Trustee, for the benefit of the Holders Holder of the Securitiesany such Security, the whole amount that then shall have become due and payable on all any such Securities of such series Security for principal and premium, if any, or interest, if any, or both, as the case may be, with interest upon on the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon on the overdue installments of interest, if any, interest at the rate of interest or yield to Maturity (in the case of Original Issue Discount Securities) borne by the Securities of any such series; Security and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder 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 upon such Securities of such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property property, wherever situated, of the Issuer Company or any other obligor on the Securities of upon such series, wherever situated, the moneys adjudged or decreed to be payableSecurities. 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 Securities of any series then Outstanding under any bankruptcy, insolvency Federal or State bankruptcy law or other similar law now or hereafter in effectlaw, 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 other obligor upon on the Securities of such any series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, Trustee (irrespective of whether the principal of the any Securities of such any 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 5.2, 7.02) 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 and premium, if any, and interest, if any, owing and unpaid in respect of the Securities of any series (in the case of Securities that are Original Issue Discount Securities, such principal amount as would be then due and payable upon declaration of acceleration in accordance with the terms of that series, ) 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 the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the Securityholders Holders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such any series, 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 assignee, liquidator, sequestrator or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Securityholders 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 SecurityholdersHolders, to pay to the Trustee any amount due it for compensation compensation, expenses, disbursements and expenses advances of the Trustee, its agents or otherwise pursuant to Section 6.6counsel, including counsel fees and expenses incurred by it up any other amounts due to the date Trustee under Section 8.06 hereof. Nothing herein contained shall be deemed to authorize the Trustee to approve, consent, accept or adopt on behalf of such distribution. To any Holder any plan of reorganization, arrangement, adjustment, or composition affecting the extent that such payment Securities or the rights of reasonable compensationany Holder thereof, expenses and counsel fees and expenses out 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 the Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee with respect to the Securities of any series 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 Securities of the series in respect of which such judgment has been recoveredaction is taken.

Payment of Securities 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 Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption prepayment or by declaration of acceleration of maturity or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by New South Capital Trust or a trustee of such trust, without duplication of any other amounts paid by New South Capital Trust or a trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, 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 Securities of any series then Outstanding 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 upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 all amounts payable pursuant to Section 6.06 to the Trustee and each predecessor Trustee) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, to pay to the Trustee any amount due it for compensation such amounts as shall be sufficient to pay to the Trustee and expenses or otherwise each predecessor Trustee all amounts payable pursuant to Section 6.66.06. Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, including counsel fees and expenses incurred by it up arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The Issuer Corporation covenants that (a) if default in case Default shall be made in the payment of any installment of interest upon any of the Securities of any series then Outstanding as and when the same shall become due and payable, and such default Default shall have continued for a period of 30 thirty days, or (b) if default in case Default shall be made in the payment of the principal of (or premium, if any, on) any of the Securities of such any series as and when the same shall have become due and payable, whether at maturity of the Securities of such that series or upon redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer Corporation will pay to the Trustee, for the benefit of the Holders holders of the such Securities, the whole amount that then shall have become due and payable on all such Securities of such series for 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 of interest (or the Yield to Maturity in the case of Discounted Securities) borne by the Securities of such that 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 agents, attorneys and counsel, and any expenses or liabilities incurred incurred, and all advances made, by the Trustee hereunder other than through its gross negligence or bad faithwillful misconduct. 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Corporation or any other obligor on the such Securities of such series, 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 Corporation or any other obligor on the Securities of any series then Outstanding under the Federal Bankruptcy Code or any bankruptcy, insolvency or other similar law now or hereafter in effectapplicable law, or if in case a receiver receiver, custodian or trustee or similar official shall have been appointed for the property of the Issuer Corporation or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Corporation or other obligor upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Corporation or such other obligor, the Trustee, irrespective of whether the principal of the such Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.27.02, shall be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims claims, for the whole amount of principal (and premium, if any) and interest, if any, any owing and unpaid in respect of the Securities of such seriesSecurities, and, 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 Securityholders holders of such Securities allowed in such judicial proceedings relative to the Issuer Corporation or any other obligor on the Securities of such seriesSecurities, 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, custodian, assignee or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6expenses, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.

Payment of Securities 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 Securities of any a series 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 in case default shall be made in the payment of the principal of any of the Securities of such a series as and when the same shall have become due and payable, whether at maturity of the Securities of such that series or upon prepayment or 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 Holders holders of the SecuritiesSecurities of that series, the whole amount that then shall have become due and payable on all such Securities of such that series for principal or interest, if any, or both, as the case may be, interest with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable lawlaw and, if the Securities are held by Sterling Capital Trust or a trustee of such trust, without duplication of any other amounts paid by the Sterling Capital Trust or a trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such that 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 agents, 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 6.6. 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 such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such seriesSecurities, wherever 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 Securities of any series then Outstanding 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 upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such any 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 5.2, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, series 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 Securityholders allowed in such judicial proceedings relative to the Issuer or any other obligor on the Securities of such series, 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 Securityholders to make such payments to the Trustee, and, if the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6, 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.or

Payment of Securities 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 Securities of any series 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 in case default shall be made in the payment of the principal of and premium, if any, on any of the Securities of such any series as and when the same shall have become due and payable, whether at maturity of the Securities of such that series or upon redemption or by declaration declaration, repayment or otherwise, otherwise -- then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders of the SecuritiesSecurities of that series, the whole amount that then shall have become due and payable on all such Securities of such that series for principal or interestand premium, if any, or 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 or Yield to Maturity (in the case of Original Issue Discount Securities) borne by the Securities of such that 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 agents, 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 forthwith 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 25 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 upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the upon such Securities of such series, 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 Securities of any series then Outstanding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effectlaw, 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 other obligor upon the Securities of such any series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such any 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 5.2, 5.03 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 (and interestpremium, if any) and interest (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) owing and unpaid in respect of the Securities of such series, any series 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 Securityholders Holders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such any series, 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 Securityholders 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 SecurityholdersHolders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6expenses, 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 Securities of such any series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders of all the Securities of the series in respect of which such judgment has been recoveredaction was taken.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if In case default shall be made in the payment of (i) any installment of interest upon any of the Securities of any series 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 (bii) if default shall be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption or by declaration as authorized by this Indenture or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders of the SecuritiesSecurities of such series, the whole amount that then shall have become due and payable on all such Securities of such series for principal Principal or interest, if any, or bothany combination thereof, as the case may be, with interest upon the portion of the overdue Principal that consists of 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 Securities of such seriesseries or Yield to Maturity (in the case of Original Issue Discount Securities); and, in addition theretoaddition, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to compensation, expenses, disbursements and advances of the Trustee, its agentsagent, attorneys and counsel, and any expenses or liabilities incurred by . (b) 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, or if an Event of Default as described in clauses (c) or (f) of Section 6.01 shall have occurred and be continuing, 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 unpaidunpaid (or seek remedies for such other Event of Default), 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 Securities of such any series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, wherever situated, the moneys money adjudged or decreed to be payable. If . (c) In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Securities of any series then Outstanding under Title 11 of the 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 other obligor upon on the Securities of such series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed in the Securities of such series or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.26.02, 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 Principal and interest, if any, interest owing and unpaid in respect of the Securities of such series, and, in case of any judicial proceedings, (i) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditors, or its or their property, and (ii) to collect and receive any moneys money 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 Securityholders to make such payments to the Trustee, and, if and in the event that the Trustee shall consent to the making of such payments payment directly to the Securityholders, to pay to the Trustee any amount due it for compensation reasonable compensation, expenses, disbursements and expenses or otherwise pursuant to advances of the Trustee, its agents and its counsel and any other amounts due the Trustee under Section 6.6, including counsel fees and expenses incurred by it up to the date of such distribution7.07. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out of the trust 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, moneysmoney, securities and other property which the Holders of the Securities of such series may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. . (d) Nothing contained in this Section 6.02 shall be deemed to authorize the Trustee to authorize or consent to or adopt on behalf of any Securityholder any plan of reorganization or arrangement affecting the Securities of any series or the rights of any Securityholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding. (e) All rights of action and of asserting claims under this Indenture, or under any of the SecuritiesSecurities of any series, may be enforced by the Trustee without the possession of any of the SecuritiesSecurities of such series, 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 judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of the Holders of the Securities of the series in respect of which such judgment has been recoveredseries.

Payment of Securities 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 Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption prepayment or by declaration of acceleration of maturity or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by Orion Capital Trust II or a trustee of such trust, without duplication of any other amounts paid by Orion Capital Trust II or a trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, 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 Securities of any series then Outstanding 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 upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities 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 Compounded Interest and Additional Sums, if any) upon any of the Securities of any series 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 in case default shall be made in the payment of the principal of on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestinterest (including Compounded Interest and Additional Sums, 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 lawlaw and, if the Securities are held by Coastal Capital Trust I or a trustee of such trust, without duplication of any other amounts paid by Coastal Capital Trust I or a trustee in respect thereof) upon the overdue installments of interestinterest (including Compounded Interest and Additional Sums, if any, ) at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, 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 Securities of any series then Outstanding 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 upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 amounts due to the Trustee pursuant to 6.06) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, to pay to the Trustee any amount such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other amounts due it for compensation and expenses or otherwise to the Trustee pursuant to Section 6.66.06. Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, including counsel fees and expenses incurred by it up arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The Issuer Corporation covenants that (a) if default shall be made in the payment case an Event of any installment Default with respect to a series of interest upon any of the Securities of any series then Outstanding as and when the same shall become due and payableunder Section 5.1(a), and such default (b), (c) or (f) shall have continued for a period of 30 days, or (b) if default shall occurred and be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption or by declaration or otherwisecontinuing, then, upon demand of the Debt Trustee, the Issuer Corporation will pay to the Debt Trustee, for the benefit of the Holders holders of the SecuritiesSecurities of that series, the whole amount that then shall have become due and payable on all such Securities of such that series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by a General Motors Capital Trust or a trustee of such trust, without duplication of any other amounts paid by General Motors Capital Trust or trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such that 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 Debt Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by other amounts owing to the Debt Trustee hereunder other than through its negligence or bad faith. If In case the Issuer Corporation shall fail forthwith to pay such amounts upon such demand, the Debt 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Corporation or any other obligor on the such Securities of such series, wherever situated, situated the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy In case an Event of Default with respect to a series of Securities under Section 5.1(d) or for the reorganization of the Issuer or any other obligor on the Securities of any series then Outstanding under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official (e) 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 upon the Securities of such series, or to the creditors or property of the Issuer or such other obligoroccurred, the Debt Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Debt Trustee shall have made any demand pursuant to the provisions of this Section 5.2, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, series 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 Debt Trustee (including any claim for reasonable compensation to the Debt Trustee and each predecessor Debt Trustee, and their respective agents, attorneys and counsel, and for any other amounts owing to the Debt Trustee and each predecessor Debt Trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Corporation or any other obligor on the Securities of such any series, its or their creditorsto the creditors or property of the Corporation or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or 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 Securityholders to make such payments to the Debt Trustee, and, if in the event that the Debt Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Debt Trustee any amount due it for such amounts as shall be sufficient to cover reasonable compensation and expenses or otherwise pursuant to Section 6.6, including counsel fees and expenses incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensationDebt Trustee, expenses each predecessor Debt Trustee and counsel fees their respective agents, attorneys 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 oncounsel, and shall be paid out of, any all other amounts owing to the Debt Trustee and all distributions, dividends, moneys, securities and other property which the Holders of the Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 Securities of the series in respect of which such judgment has been recovered.each predecessor

Payment of Securities on Default; Suit Therefor. The Issuer covenants that In case (a1) if default shall be made in the payment of any installment of interest upon any of the Securities Security of any series 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 (b2) if default shall be made in the payment of the principal of or premium, if any, on any Security of the Securities of such any series as and when the same shall have become due and payable, whether at maturity Maturity of Securities of that series or otherwise, or (3) default is made in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series and such series or upon redemption or by declaration or otherwise, default shall continue for a period of 30 days then, upon demand of the Trustee, the Issuer will Company shall pay to the Trustee, for the benefit of the Holders Holder of the Securitiesany such Security, the whole amount that then shall have become due and payable on all any such Securities of such series Security for principal and premium, if any, or interest, if any, or both, as the case may be, with interest upon on the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon on the overdue installments of interest, if any, interest at the rate of interest or yield to Maturity (in the case of Original Issue Discount Securities) borne by the Securities of any such series; Security and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder 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 upon such Securities of such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property property, wherever situated, of the Issuer Company or any other obligor on the Securities of upon such series, wherever situated, the moneys adjudged or decreed to be payableSecurities. 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 Securities of any series then Outstanding under any bankruptcy, insolvency Federal or State bankruptcy law or other similar law now or hereafter in effectlaw, 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 other obligor upon the Securities of such any series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, Trustee (irrespective of whether the principal of the any Securities of such any 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 5.2, 7.02) 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 and premium, if any, and interest, if any, owing and unpaid in respect of the Securities of any series (in the case of Securities that are Original Issue Discount Securities, such principal amount as would be then due and payable upon declaration of acceleration in accordance with the terms of that series, ) 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 the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the Securityholders Holders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such any series, 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 assignee, liquidator, sequestrator or trustee or similar official in bankruptcy or reorganization is hereby authorized by each of the Securityholders 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 SecurityholdersHolders, to pay to the Trustee any amount due it for compensation compensation, expenses, disbursements and expenses advances of the Trustee, its agents or otherwise pursuant to Section 6.6counsel, including counsel fees and expenses incurred by it up any other amounts due to the date Trustee under Section 8.06 hereof. Nothing herein contained shall be deemed to authorize the Trustee to approve, consent, accept or adopt on behalf of such distribution. To any Holder any plan of reorganization, arrangement, adjustment, or composition affecting the extent that such payment Securities or the rights of reasonable compensationany Holder thereof, expenses and counsel fees and expenses out 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 the Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee with respect to the Securities of any series 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 Securities of the series in respect of which such judgment has been recoveredaction is taken.

Payment of Securities on Default; Suit Therefor. The Issuer covenants Company and the Guarantor covenant that (a) if default shall be made in the payment case an Event of any installment of interest upon any of the Securities of any series then Outstanding as and when the same shall become due and payableDefault under Section 5.01(a), and such default (b), (c) or (f) shall have continued for a period of 30 days, or (b) if default shall occurred and be made in the payment of the principal of any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption or by declaration or otherwisecontinuing, then, upon demand of the Trustee, the Issuer Company or the Guarantor will pay to the Trustee, for the benefit of the Holders holders of the SecuritiesSecurities of that series, the whole amount that then shall have become due and payable on all such Securities of such that series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by a Countrywide Trust or a trustee of such Trust, without duplication of any other amounts paid by the Guarantor or such Countrywide Trust or a trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such that 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 agents, 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 or the Guarantor 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 the Guarantor or any other obligor on the such Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or the Guarantor or any other obligor on the such Securities of such series, wherever situated, situated the moneys adjudged or decreed to be payable. If there shall be pending proceedings for the bankruptcy an Event of Default under Section 5.01(d) or for the reorganization of the Issuer or any other obligor on the Securities of any series then Outstanding under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if a receiver or trustee or similar official (e) 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 upon the Securities of such series, or to the creditors or property of the Issuer or such other obligoroccurred, the Trustee, irrespective of whether the principal of the Securities of such any 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 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, series 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or the Guarantor or any other obligor on the Securities of such any series, its or their creditorsto the creditors or property of the Company or the Guarantor or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities or its any series in any election of a trustee or their propertya standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that If an Event of Default described in clause (a) if default shall be made in the payment of any installment of interest upon any of the Securities of any series 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 default shall be made in the payment of the principal of any of the Securities of such series as and when the same Section 5.01 shall have become due occurred and payablebe continuing, whether at maturity of the Securities of such series or upon redemption or by declaration or otherwise, thenCompany shall, upon demand of the Trustee, the Issuer will pay to the Trustee, for the benefit of the Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by AGL Capital Trust II or a trustee of such trust, without duplication of any other amounts paid by AGL Capital Trust II or a trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, 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 Securities of any series then Outstanding 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 upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities 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 Compounded Interest and Additional Sums, if any) upon any of the Securities of any series 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 in case default shall be made in the payment of the principal of on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestinterest (including Compounded Interest and Additional Sums, 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 lawlaw and, if the Securities are held by Independent Capital Trust II or a trustee of such trust, without duplication of any other amounts paid by Independent Capital Trust II or a trustee in respect thereof) upon the overdue installments of interestinterest (including Compounded Interest and Additional Sums, if any, ) at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 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 decreedecreee, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, 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 Securities of any series then Outstanding 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 upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 amounts due to the Trustee pursuant to 6.06) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders 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 Securityholders, to pay to the Trustee any amount such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other amounts due it for compensation and expenses or otherwise to the Trustee pursuant to Section 6.66.06. Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, including counsel fees and expenses incurred by it up arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities 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 Securities of any series then Outstanding series, as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, days or (b2) if in case default shall be made in the payment of the principal of (or premium, if any, on) any of the Securities of such any series as and when the same shall have become due and payable, whether at upon maturity of the Securities of for such series or upon redemption or by declaration or otherwise, including any sinking fund payment, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, Trustee for the benefit of the Holders holders of the Securities, Securities of such series (and shall designate which series) the whole amount that then shall have become due and payable on all such Securities of such series for principal or interest(and premium, if any) or interest, or both, as the case may be, with interest upon on the overdue principal (and premium, if any) 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 or Yield to Maturity (in the case of Original Issue Discount Securities) borne by the Securities such series of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith. If Until such demand is made by the Issuer Trustee, the Company may pay the principal of (and premium, if any, on) and interest on the Securities of any series to the holders thereof, whether or not the Securities of such series be 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 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 to judgment or final decree, and may enforce any such judgment or final decree against the Issuer Company or any other obligor on the Securities of upon such series Securities, and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the upon such Securities of such series, 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 Securities of any series 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 or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer or other obligor upon the Securities of such seriesany series under the Bankruptcy Code or any other applicable law or in connection with the insolvency of the Company or any other obligor upon any Securities or in the case a receiver or trustee shall have been appointed for its property, or in case of any other judicial proceedings relative to the Company or any other obligor upon such series of Securities or to creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series of Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, shall be entitled and empowered by intervention in such proceedings or otherwise otherwise, to file and prove a claim or claims for the whole amount of principal and interestprincipal, premium, if any, and interest (or if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) owing and unpaid in respect of the Securities of such any 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 Trust and of the Securityholders allowed in such any judicial proceedings relative to the Issuer Company or any other obligor on upon the Securities of such any series, 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 Securityholders such 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 Securityholdersholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6expenses, 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, liabilities and counsel fees and expenses out of the estate in any such proceedings shall be denied for any reasonreason (except as a result of negligence or bad faith), 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 that the Holders holders of the Securities of such any series 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 SecuritiesSecurities of any series, may be enforced by the Trustee without the possession of any of the Securities, 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 and as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders holders of the Securities of and the series in respect of which such judgment has been recoveredTrustee.

Payment of Securities on Default; Suit Therefor. The Issuer covenants that (a) if Subject to the provisions of Article III, in case default shall be made in the payment of (i) any installment of interest upon any of the Securities of any series 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 (bii) if default shall be made in the payment of the principal of or any premium on any of the Securities of such series as and when the same shall have become due and payable, payable whether at maturity Maturity of the Securities of such series or upon redemption or Securities, by declaration or otherwise, then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal principal, premium or interest, if any, or bothany combination thereof, as the case may be, with interest upon the overdue principal and premium 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 Securities of such seriesSecurities; and, in addition theretoaddition, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to compensation, expenses, disbursements and advances of the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by . (b) 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 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 Securities of such series and coupons and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such seriesand coupons, wherever situated, the moneys money adjudged or decreed to be payable. If . (c) In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Issuer Company or any other obligor on the Securities and coupons under Title 11 of the United States Code or any series then Outstanding under 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 other obligor upon on the Securities of such seriesand coupons, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed in the Securities or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, any premium and interest owing and unpaid in respect of the Securities of such seriesSecurities, and, in case of any judicial proceedings, (i) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such seriesand coupons, its or their creditors, or its or their property, and (ii) to collect and receive any moneys money or other property payable or deliverable on any such claims, and other (d) Nothing contained in this Section 5.02 shall be deemed 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 Securityholders to make such payments to the Trustee, and, if authorize the Trustee shall to authorize or consent to the making or adopt on behalf of such payments directly to the Securityholders, to pay to the Trustee any amount due it for compensation and expenses or otherwise pursuant to Section 6.6, 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 Securities of such series may be entitled to receive in such proceedings, whether in liquidation or under Securityholder any plan of reorganization or arrangement affecting the Securities or otherwise. related coupons or the rights of any Securityholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding; provided, however, that the Trustee may, on behalf of the Securityholders vote for the election of a trustee in bankruptcy or similar official and may be a member of the creditors' committee. (e) All rights of action and of asserting claims under this Indenture, or under any of the SecuritiesSecurities or related coupons, may be enforced by the Trustee without the possession of any of the SecuritiesSecurities or coupons, 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 judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of the Holders holders of the Securities of the series in respect of which such judgment has been recoveredand related coupons.

Payment of Securities on Default; Suit Therefor. The Issuer Corporation covenants that (a) if in case default shall be made in the payment of any installment of interest upon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on any of the Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption prepayment or by declaration or otherwise, then, upon demand of the Debenture Trustee, the Issuer Corporation will pay to the Debenture Trustee, for the benefit of the Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal and premium, if any, or interestinterest (including Compounded Interest and Additional Sums, if any) and 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 lawlaw and, if the Securities are held by the Trust or a trustee of such Trust, without duplication of any other amounts paid by the Trust or a trustee in respect thereof) upon the overdue installments of interestinterest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Debenture Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by other amount due to the Debenture 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 Debenture 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Corporation or any other obligor on the Securities of such seriesSecurities, wherever 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 Corporation or any other obligor on the Securities of any series then Outstanding 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 Corporation or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Corporation or other obligor upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Corporation or such other obligor, the Debenture Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Debenture Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 Debenture Trustee (including any claim for amounts due to the Debenture Trustee pursuant to Section 6.06) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Corporation or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Corporation or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders to make such payments to the Debenture Trustee, and, if in the event that the Debenture Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Debenture Trustee any amount due it for such amounts as shall be sufficient to cover reasonable compensation to, and expenses or otherwise of, the Debenture Trustee, each predecessor Debenture Trustee and their respective agents, attorneys and counsel, and all other amounts due to the Debenture Trustee pursuant to Section 6.66.06. Nothing herein contained shall be construed to authorize the Debenture Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, including counsel fees and expenses incurred by it up arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out Debenture Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Debenture Trustee without the possession of any of the Securities, or the production thereof at on any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Debenture 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 Securities. In any proceedings brought by the Debenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Debenture Trustee shall be a party), the Debenture Trustee shall be held to represent all the holders of the Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The Issuer Company covenants that (a) if in case default shall be made in the payment of any principal of or installment of interest upon any of the Securities of any series then Outstanding Security as and when the same shall become due and payable, and such default shall have continued for a period of 30 days20 days (provided, however, that an administrative error relating to a Security or (b) if improperly identifying the Security of a Securityholder shall not be considered a default shall be made in the payment of the principal of any of the Securities of under this Section 6.02 unless such series as and when the same error shall have become due continued uncorrected for a period of 30 days after written notification thereof to the Agent Bank and payablethe Trustee (with a copy to the Company) by a Securityholder, the Trustee to be the sole judge of whether at maturity of the Securities of such series or upon redemption or by declaration or otherwiseerror has been corrected), then, upon demand of the Trustee, the Issuer Company will pay to the Trustee, for the benefit of the Holders holder of the Securities, any such Security the whole amount that then shall have become due and payable on all any such Securities of such series Security for principal or interestand interest and, 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 shall be legally enforceable, interest on any overdue installments of principal and on any overdue interest, if any, at the rate borne by or rates prescribed in accordance with the Securities terms of such seriesSecurity; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation and any further amounts payable to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by Trustee pursuant to the Trustee hereunder other than through its negligence or bad faithprovisions of Section 7.05. 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 proceedings 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 Securities of such series Securities, and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the such Securities of such series, 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 Securities of under the Federal Bankruptcy Code or any series then Outstanding under any bankruptcyother similar applicable Federal or State law, insolvency or in case a receiver or _trustee (or other similar law now or hereafter in effect, or if a receiver or trustee or similar official official) shall have been appointed for the property of the Issuer Company, or such other obligorobligor upon such Securities, or in the case of any other similar judicial proceedings relative to the Issuer Company, or other obligor upon on the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligorobligor upon such Securities, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.26.02, 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 and interest, if any, owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company, or any other obligor on the Securities of such seriesSecurities, 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 costs and expensesexpenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official official) in bankruptcy or reorganization is hereby authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee any amount due it for compensation costs and expenses or otherwise of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 6.6, including counsel fees 7.05 and expenses incurred by it up to the date of such distribution. To Nothing herein contained shall be deemed to authorize the extent that such payment Trustee to authorize or consent to or accept or adopt on behalf of reasonable compensationany Securityholder any plan of reorganization, expenses and counsel fees and expenses out arrangement, adjustment or composition affecting any of the estate Securities or the rights of any holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such 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 Securities of such series 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 First Amended and Restated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities, Securities 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 Securities of the series in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment has been recoveredof a court may be sought as to the interpretation or construction of any provision of this First Amended and Restated Indenture, to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Securities to which such proceedings relate, and it shall not be necessary to make any holders of such Securities parties to any such proceedings.

Payment of Securities on Default; Suit Therefor. The Issuer Corporation covenants that (a) if in case default shall be made in the payment of any installment of interest upon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on any of the Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series or upon redemption prepayment or by declaration or otherwise, then, upon demand of the Debenture Trustee, the Issuer Corporation will pay to the Debenture Trustee, for the benefit of the Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal and premium, if any, or interestinterest (including Compounded Interest and Additional Sums, if any) and 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 lawlaw and, if the Securities are held by the Trust or a trustee of such Trust, without duplication of any other amounts paid by the Trust or a trustee in respect thereof) upon the overdue installments of interestinterest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Debenture Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by other amount due to the Debenture 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 Debenture 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Corporation or any other obligor on the Securities of such seriesSecurities, wherever 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 Corporation or any other obligor on the Securities of any series then Outstanding 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 Corporation or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Corporation or other obligor upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Corporation or such other obligor, the Debenture Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Debenture Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 Debenture Trustee (including any claim for amounts due to the Debenture Trustee pursuant to Section 6.06) and of the Securityholders allowed in such judicial proceedings relative to the Issuer Corporation or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Corporation or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders to make such payments to the Debenture Trustee, and, if in the event that the Debenture Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Debenture Trustee any amount due it for such amounts as shall be sufficient to cover reasonable compensation to, and expenses or otherwise of, the Debenture Trustee, each predecessor Debenture Trustee and their respective agents, attorneys and counsel, and all other amounts due to the Debenture Trustee pursuant to Section 6.66.06. Nothing herein contained shall be construed to authorize the Debenture Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, including counsel fees and expenses incurred by it up arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the date of such distribution. To the extent that such payment of reasonable compensation, expenses and counsel fees and expenses out Debenture Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Debenture Trustee without the possession of any of the Securities, or the production thereof at on any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Debenture 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 Securities. In any proceedings brought by the Debenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Debenture Trustee shall be a party), the Debenture Trustee shall be held to represent all the holders of the Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities 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 Securities of any series 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 in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities of such series as and when the same shall have become due and payable, whether at maturity of the Securities of such series 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 Holders holders of the Securities, the whole amount that then shall have become due and payable on all such Securities of such series for principal or interestand premium, if any, or interest, 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 lawlaw and, if the Securities are held by BankBoston Capital Trust or a trustee of such trust, without duplication of any other amounts paid by BankBoston Capital Trust or trustee in respect thereof) upon the overdue installments of interest, if any, interest at the rate borne by the Securities of such seriesSecurities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, 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 Securities of such series and collect in the manner provided by law out of the property of the Issuer Company or any other obligor on the Securities of such series, 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 Securities of under Title 11, Xxxxxx Xxxxxx Xxxx, xr any series then Outstanding under 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 other obligor upon the Securities of such seriesSecurities, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.25.02, 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 and interest, if any, interest owing and unpaid in respect of the Securities of such series, 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 Securityholders allowed in such judicial proceedings relative to the Issuer Company or any other obligor on the Securities of such series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other 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 Securityholders to make such payments to the Trustee, and, if and,- in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, 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 6.6, 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 Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof or to authorize the Trustee to vote in respect of the estate claim of any Securityholder 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 Securities of such series 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 Securities, may be enforced by the Trustee without the possession of any of the Securities, 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 be for the ratable benefit of the Holders holders of the Securities. 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 Securities, and it shall not be necessary to make any holders of the Securities of the series in respect of which parties to any such judgment has been recoveredproceedings.

Payment of Securities on Default; Suit Therefor. The ----------------------------------------------- Issuer covenants that (a) if in case a default shall be made in the payment of any installment of interest upon on any of the Securities of any series then Outstanding as and when the same such interest shall have become due and payable, and such default shall have continued for a period of 30 days, days or (b) if in case a default shall be made in the payment of the principal of any of the Securities of such any series as and when the same shall have become due and payable, whether at upon maturity of the Securities of such series or upon redemption or by declaration or otherwise, or (c) in case of a default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then, upon demand of the Trustee, the Issuer will pay to the Trustee, Trustee for the benefit of the Holders of the Securities, Securities of such series the whole amount that then shall have become due and payable on all such Securities of such series for principal or and interest, if any, or both, as the case may be, be (with interest to the date of such payment upon the overdue principal and (and, to the extent that payment of such interest is enforceable under applicable law) upon the , on overdue installments of interest, if any, at the rate borne by the Overdue Rate applicable to Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation and any further amounts payable to the Trustee pursuant to Section 5.5. Until such demand is made by the Trustee, its agentsthe Issuer may pay the principal of and interest, attorneys if any, on the Securities of any series to the registered Holders, whether or not the principal of and counselinterest, and any expenses or liabilities incurred by if any, on the Trustee hereunder other than through its negligence or bad faithSecurities of such series be overdue. If In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 or any other obligor on the upon such Securities of such series and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Securities of upon such seriesSecurities, wherever 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 Issuer, the Guarantor or any other obligor on upon the Securities of any series then Outstanding under Title 11 of the United States Code or any bankruptcy, insolvency or other similar law now applicable Federal or hereafter in effectstate law, or if in case a receiver or receiver, trustee in bankruptcy or similar official shall have been appointed for the property of the Issuer Issuer, the Guarantor or such other obligor, or in the case of any other similar judicial proceedings relative to the Issuer Issuer, the Guarantor or other obligor upon the Securities of such any series, or to the creditors or property of the Issuer Issuer, the Guarantor or such other obligor, the Trustee, irrespective of whether the principal of the any Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2Section, shall shall, subject to the provisions of Article Eleven and Article Thirteen, be entitled and empowered empowered, by intervention in such proceedings or otherwise otherwise: (a) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of any series are Original Issue Discount Securities or if the Securities of any series provide that an amount other than the face thereof will or may be payable upon maturity thereof or upon a declaration of acceleration thereof, such amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 4.1) and interest, if any, owing and unpaid in respect of the Securities of such any series, 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 any amounts payable to the Trustee pursuant to Section 5.5) and of the Securityholders allowed in such any judicial proceedings relative relating to the Issuer Issuer, the Guarantor or any other obligor on upon the Securities of such any series, its or their creditorsto the creditors or property of the Issuer, the Guarantor or its such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or their propertya standby trustee in arrangement, and reorganization, liquidation or other bankruptcy or insolvency proceedings or of a person performing similar functions in comparable proceedings, and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the same claims of the Securityholders and of the Trustee on their behalf (after the deduction of its charges costs and expensesexpenses of collection, and any receiverfurther amounts payable to the Trustee pursuant to Section 5.5 and incurred by it up to the date of distribution); and any trustee in bankruptcy, assignee receiver or trustee or other similar official in bankruptcy or reorganization is hereby authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee any amount due it for compensation costs and expenses or otherwise of collection, and any further amounts payable to the Trustee pursuant to Section 6.6, including counsel fees 5.5 and expenses incurred by it up to the date of such distribution. To Nothing herein contained shall be deemed to authorize the extent that such payment Trustee to authorize or consent to or vote for or accept or adopt on behalf of reasonable compensationany Securityholder any plan of reorganization, expenses and counsel fees and expenses out arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the estate claim of any Securityholder in any such proceedings shall be denied proceeding except, as aforesaid, to vote for any reason, payment the election 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 Securities of such series may be entitled to receive trustee in such proceedings, whether in liquidation bankruptcy or under any plan of reorganization or arrangement or otherwisesimilar person. All rights of action and of asserting claims under this Indenture, or under the Securities of any of the Securitiesseries, may be enforced by the Trustee without the possession of any of the Securities, Securities of such series 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 as trustee of an express trust, and any recovery of judgment judgment, shall be for the ratable benefit of the Holders of the Securities of the series in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment has been recoveredof a court may be sought as to the interpretation or construction of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities to which such proceedings relate, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.