Common use of Collection of Indebtedness and Suits for Enforcement by Trustee Clause in Contracts

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority Noteholdersof the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Notes under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, then the Issuer Company will, upon written demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal (and premium, if any) and interest, if any, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an any Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement . The Trustee shall not be required to take notice or be deemed to have notice of any covenant Event of Default other than pursuant to paragraphs (a), (b) or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions (c) of Section 5.8501 of this Indenture, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case unless a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession Responsible Officer of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to be specifically notified in writing of such default by the provisions Company, or by the Holders of this Section 5.3, shall be entitled and empowered, by intervention a majority in such Proceedings or otherwise:aggregate principal amount of Outstanding Securities.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default If an Event of Default described in clause (a) or (b) of Section 801 shall occur in respect of the payment of any principal of or interest when due and payable on any Notehave occurred, the Issuer willCompany or the Guarantor shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of the Securities of the series with respect to which such NoteEvent of Default shall have occurred, the whole amount, if any, amount then due and payable on such Note Securities for principal and premium, if any, and interest, if any, and, to the extent permitted by law, interest with interest upon the on premium, if any, and on any overdue principal and interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of any amounts due to the Trustee and its agents and counselunder Section 907. If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company and the Guarantor or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company and the Guarantor or any other obligor upon such Securities, wherever situated. If an Event of Default has with respect to Securities of any series shall have occurred and is be continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay Subject to the Trustee, for the benefit of the Holder of such Note, the whole amountfollowing sentence, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Note Insurer and the Noteholders by such appropriate Proceedings as any proceedings the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, deems appropriate to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in remedy. Any proceedings brought by the Trustee by this Indenture on behalf of the Note Insurer or the Noteholders or by law. Subject always the Note Insurer or any Noteholder against the Issuer shall be limited to the provisions preservation, enforcement and foreclosure of Section 5.8the liens, in case there assignments, rights and security interests under this Agreement and the other Transaction Documents and no attachment, execution or other suit or process shall be pending Proceedings sought, issued or levied upon any assets, properties or funds of the Issuer, other than the Trust Estate relative to the Issuer Notes in respect of which such Event of Default has occurred. If there is a foreclosure of any such liens, assignments, rights and security interests under this Agreement, by private power of sale or otherwise, no judgment for any deficiency upon the Sole Shareholder under indebtedness represented by the Bankruptcy Law Notes may be sought or obtained by the Trustee or any other applicable bankruptcyNoteholder against the Issuer. The Trustee shall be entitled to recover the costs and expenses expended by it pursuant to this Section 9.10 including reasonable compensation, insolvency or other similar lawexpenses, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession disbursements and advances of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due its agents and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:counsel.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) in case default shall occur be made in respect of the payment of any instalment of interest on any Security of any series, as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (2) in case default shall be made in the payment of the principal of (and premium, if any, on) any Security of any series on its Maturity or interest when due and payable on any Noteotherwise, the Issuer willthen, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities of such series, the whole amountamount that then shall have become due and payable on all such Securities for principal (and premium, if any) or interest, if any, then due and payable on such Note for principal and 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 overdue instalments of interest at the rate borne by the Securities during the period of such default; and, in addition thereto, such further amount as shall be sufficient to cover reasonable compensation to the costs Trustee, its agents, attorneys and counsel, and all other expenses of collectionand liabilities incurred, including the reasonable compensationand all advances made, expenses, disbursements and advances of by the Trustee and except as a result of its agents and counselnegligence or bad faith. If In case the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceedings to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or the Sole Shareholder any other obligor upon such Securities of such series and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities of such series wherever situated the moneys adjudged or decreed to be payable. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any NoteNotes, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such NoteSecured Notes, the whole amount, if any, then due and payable on such Note Secured Notes for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Majority NoteholdersControlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Notes under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Secured Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur an Event of Default specified in respect of the payment of any principal of Section 5.01(a) or interest when due and payable on any Note5.01(b) occurs, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of the Securities of such Note, series and the whole amountcoupons, if any, appertaining thereto, the whole amount then due and payable on such Note Securities and coupons for principal (and interest premium, if any) and interest, if any, with interest upon the overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, if any, at the rate or rates borne by such Securities (or, in the case of Securities of such series that are Original Issue Discount Securities, the Yield to Maturity in respect thereof); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and coupons and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities and coupons, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of the Securities of such series and the coupons, if any, appertaining thereto by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect the Series 2008-A Notes are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteNoteholders, the whole amount, if any, amount then due and payable on such Note the Series 2008-A Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Series 2008-A Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Indenture, whether or not the Series 2008-A Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders and as trustee of an express trust, may, and shall upon with the prior written consent of or at the direction of the Majority NoteholdersFacility Investors, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateral wherever situated. In the event a Proceeding shall involve the liquidation of the Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the Collection Account). If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and shall upon with the prior written consent of or at the direction of the Majority NoteholdersFacility Investors, shall, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders hereunder and under the Series 2008-A Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if an Event of Default specified in Section 5.01(i), 5.01(ii) or 5.01(iii) (to the extent relating to a default payment required by Section 10.10 or Section 10.15) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuingcontinuing and the Class A Notes have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, or at any time on or after the Stated Maturity of the Class A Notes, the Trustee may in its discretion, discretion after written notice to the Holders of the Class A Notes and shall upon written direction of a Majority of the Majority Noteholders, Controlling Class (subject to the terms hereof) proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings Proceedings, in its own name and as trustee of an express trust, as the Trustee shall reasonably deem most effectual effective (if no such direction by a Majority of the Controlling Class is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Class A Notes under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderClass A Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Class A Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur an Event of Default in respect of the payment of any principal principal, premium, interest or Liquidated Damages specified in clause (1) or (2) of or interest when due Section 6.1 occurs and payable on any Noteis continuing, the Issuer willCompany shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and principal, premium (if any), interest, Liquidated Damages and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium, if any), Liquidated Damages and on any overdue interest, at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the compensation to, and reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction trust in favor of the Majority NoteholdersHolders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect the Notes are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteNoteholders, the Insurer and the Swap Counterparty the whole amount, if any, amount then due and payable on such Note the Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest, as determined for each Class, any amounts due to the Insurer and any amounts due to the Swap Counterparty, to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the relevant Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Indenture, whether or not the Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the TrusteeTrustee for the benefit of the Noteholders, in its own name the Insurer and the Swap Counterparty and as trustee of an express trust, may, and with the prior written consent of or shall upon at the direction of (A) the Majority NoteholdersInsurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Holders of greater than 50% of the Aggregate Principal Amount of the Notes, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateral wherever situated. In the event a Proceeding shall involve the liquidation of Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the Collection Account) or if the Trustee is acting at the direction of the Insurer, from the Insurer in which case an unsecured indemnity from the Insurer shall be sufficient. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and with the prior written consent of or shall upon written at the direction of (A) the Majority NoteholdersInsurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Holders of greater than 50% of the Aggregate Principal Amount of the Notes, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders and the Insurer hereunder and under the Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect the Notes are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such Note, Noteholders the whole amount, if any, amount then due and payable on such Note the Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest, as determined for the Notes, to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the relevant Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Indenture, whether or not the Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders and as trustee of an express trust, may, and with the prior written consent of or shall upon at the direction of the Majority NoteholdersHolders, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateral wherever situated. In the event a Proceeding shall involve the liquidation of Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the Collection Account). If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and with the prior written consent of or shall upon written at the direction of the Majority NoteholdersHolders, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders hereunder and under the Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Issuer Company covenants that if a (1) in case it shall default shall occur in respect of the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 90 Business Days, or (2) in case it shall default in the payment of the principal of (or interest premium, if any, on) any of the Securities of a series when the same shall have become due and payable on any Notepayable, whether upon maturity of the Issuer willSecurities of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of such Notethe Securities of that series, the whole amount, if any, amount that then shall have been become due and payable on all such Note Securities for principal (and interest 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 overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including and the reasonable compensation, expenses, disbursements and advances of amount payable to the Trustee and its agents and counselunder Section 7.06. (b) If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or other obligor upon the Sole Shareholder Securities of that series and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or other obligor upon the Securities of that series, wherever situated. If (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such 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, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default has occurred and is continuinghereunder, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties vested in it by this Indenture by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 the Indenture or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there Nothing contained herein shall be pending Proceedings relative deemed to authorize the Issuer 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 that series or the Sole Shareholder under rights of any holder thereof or to authorize the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or Trustee to vote in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession respect of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case claim of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of Securityholder in any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:proceeding. SECTION 6.03

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority NoteholdersSupermajority of the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Notes under the applicable Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and any premium and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such 54 46 appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the remedy. SECTION 504. Trustee by this Indenture or by lawMay File Proofs of Claim. Subject always to the provisions In case of Section 5.8, in case there shall be pending Proceedings any judicial proceeding relative to the Issuer or the Sole Shareholder under the Bankruptcy Law Company or any other applicable bankruptcyobligor upon the Securities, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder their property or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholdercreditors, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings proceeding or otherwise:, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. No provision of this Indenture 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 claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee. SECTION 505.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default If an Event of Default described in clause (a) or (b) of Section 10.01 shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer willCompany shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of the Securities with respect to which such NoteEvent of Default shall have occurred, the whole amount, if any, amount then due and payable on such Note Securities for principal and interest with interest upon the overdue principal premium, if any, and interest, if any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of any amounts due to the Trustee and its agents and counselunder Section 11.07. If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction property of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law Company or any other applicable bankruptcyobligor upon such Securities, insolvency or other similar wherever situated. The Trustee shall, to the extent permitted by law, be entitled to sue and recover judgment as aforesaid either before, during or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed after the pendency of any proceedings for or taken possession the enforcement of the Issuer or the Sole Shareholder or their respective property or such other obligor or its propertyLien of this Indenture, or and in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property a sale of the Issuer Mortgaged Property or any part thereof and the Sole Shareholderapplication of the proceeds of sale as aforesaid, the Trustee, regardless in its own name and as trustee of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3an express trust, shall be entitled to enforce payment of, and empoweredto receive, all amounts then remaining due and unpaid upon the Securities then Outstanding for principal, premium, if any, and interest, if any, for the benefit of the Holders thereof, and shall be entitled to recover judgment for any portion of the same remaining unpaid, with interest as aforesaid. No recovery of any such judgment by intervention in the Trustee and no levy of any execution upon any such Proceedings judgment upon any of the Mortgaged Property or otherwise:any other property of the Company shall affect or impair the Lien of this Indenture upon the Mortgaged Property or any part thereof or any rights, powers or remedies of the Trustee hereunder, or any rights, powers or remedies of the Holders of the Securities.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Issuers covenant that if a default shall occur an Event of Default in respect of the payment of any principal of principal, premium, or interest when due specified in clauses (a) or (b) of Section 5.1 occurs and payable on any Noteis continuing, the Issuer willIssuers shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal principal, premium and interest, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium) and on any overdue interest, at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensationcompensation to, and expenses, disbursements and advances of the Trustee and its agents and counselcounsel and all other amounts due the Trustee under Section 6.7. If the Issuer fails Issuers fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction trust in favor of the Majority NoteholdersHolders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Issuers or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuers or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default If an Event of Default described in clause (a) or (b) of Section 801 shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer willCompany shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of the Debt Securities of the series with respect to which such NoteEvent of Default shall have occurred, the whole amount, if any, amount then due and payable on such Note Debt Securities for principal and premium, if any, and interest, if any, and, to the extent permitted by law, interest with interest upon the on premium, if any, and on any overdue principal and interest, at the rate or rates prescribed therefor in such Debt Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of any amounts due to the Trustee and its agents and counselunder Section 907. If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Debt Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Debt Securities, wherever situated. If an Event of Default has with respect to Debt Securities of any series shall have occurred and is be continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Debt Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if the Notes of a default shall occur in respect Series are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteNoteholders, the whole amount, if any, amount then due and payable on such Note the Notes of the Series for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest, as determined for such Series and each Class within that Series in the respective Series Supplement, to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 9.3 shall not exceed the aggregate proceeds from the sale of the relevant Series Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Notes of the affected Series to the Trustee for the benefit of the registered Holders to be applied as provided in the Series Supplements, whether or not the Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders of the affected Series and as trustee of an express trust, may, and shall upon with the prior written consent of or at the direction of the Series Majority NoteholdersHolders, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Series Collateral for such Series wherever situated. In the event a Proceeding shall involve the liquidation of Series Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the appropriate Collection Accounts). If an Event of Default has occurred occurs and is continuingcontinuing with respect to a Series, the Trustee may in its discretionmay, and shall upon with the prior written consent of or at the direction of the Series Majority NoteholdersHolders, shall, proceed to protect and enforce its rights and the rights of the Secured Parties Series Noteholders hereunder and under the applicable Series Supplement and under the Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture Agreement or the applicable Series Supplement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority NoteholdersSupermajority of the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority NoteholdersSupermajority of the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other obligor upon the Secured Notes under any applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal principal, which shall accrue at a rate equal to the Federal Funds (Effective Rate) plus 2%, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder Shareholder, acting on behalf of the Issuer with respect to its rights under the Issuer Sale and Contribution Agreement, and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Company and each Guarantor, if any, covenant that if a default shall occur is made in respect of the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or default is made in the payment of the principal of or interest when due and payable premium, if any, on any NoteSecurity at the Stated Maturity thereof or otherwise, then the Issuer Company and such Guarantor, if any, will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and interest premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate borne by the Securities; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company or any Guarantor, if any, as the case may be, fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, unpaid and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or any Guarantor or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company any Guarantor or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture or any Guarantee, if any, by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, including seeking recourse against any Guarantor pursuant to the terms of any Guarantee, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted hereinherein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always remedy, including, without limitation, seeking recourse against any Guarantor pursuant to the provisions terms of Section 5.8a Guarantee, in case there shall be pending Proceedings relative or to the Issuer or the Sole Shareholder under the Bankruptcy Law or enforce any other applicable bankruptcyproper remedy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case subject however to Section 5.12. No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of, premium, if any, on any NoteNote at the Stated Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal and interest premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, unpaid and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or any other obligor on the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor on the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement subject however to Section 5.12. No recovery of any covenant or agreement in this Indenture or in aid of the exercise of such judgment upon any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of any NoteSecurity at the Stated Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and interest interest, with interest upon the overdue principal and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate borne by the Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, unpaid and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder Company and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by lawremedy, subject however to Section 7.12. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default an Event of Default specified in Section 5.01(a) or 5.01(b) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company will, jointly and severally, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company, fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction but is not obligated under this paragraph to, at the expense of the Majority Noteholders, Company institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Company and each Guarantor covenant that if a default an Event of Default specified in Section 5.01 shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company and each Guarantor will, jointly and severally, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails Company and each Guarantor fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture, the Notes or any Note Guarantee by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, including, without limitation, seeking recourse against any Guarantor or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy, including, without limitation, seeking recourse against any Guarantor. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Company and each Guarantor covenant that if a default an Event of Default specified in Section 5.01(i) or 5.01(ii) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company and each Guarantor will, jointly and severally, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails Company and each Guarantor, fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture or any Note Guarantee by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, including, without limitation, seeking recourse against any Guarantor or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy, including, without limitation, seeking recourse against any Guarantor. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect Subject to the provisions of this Indenture relating to the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand duties of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If case an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Majority NoteholdersHolders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, proceed liability or expense. Except to protect enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount at maturity of the outstanding Notes have requested the Trustee to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt thereof and enforce its rights the offer of security or indemnity and (v) the Holders of a majority in principal amount at maturity of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount at maturity of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of the Secured Parties by such appropriate Proceedings as any other Holder or that would involve the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:personal liability.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur an Event of Default in respect of the payment of any principal of principal, premium or interest when due (or Liquidated Damages, if any) specified in clause (i) or (ii) of Section 6.1 hereof occurs and payable on any Noteis continuing, the Issuer willCompany shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal principal, premium (if any), and interest with (and Liquidated Damages, if any), and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal (and premium, if any), and on any overdue interest (and Liquidated Damages, if any), at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensationcompensation to, and expenses, disbursements and advances of the Trustee and its agents and counselcounsel and all other amounts due the Trustee under Section 7.7. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction trust in favor of the Majority NoteholdersHolders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Transferor covenants that if a default an Event of Default shall occur in respect and be continuing and any of the payment of any principal of or interest when Certificates have been declared due and payable on any Noteand such declaration has not been rescinded and annulled, the Issuer Transferor will, upon demand of the TrusteeTrustee and at the direction of MBIA, or if an MBIA Default or Termination has occurred at the direction of the Controlling Holders, pay to the Trustee, for the benefit of the Holder Holders of such Notethe Certificates and MBIA, the whole amount, if any, amount then due and payable on such Note the Certificates for principal and interest interest, with interest upon the overdue principal at the rate borne by the Certificates and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its MBIA, their respective agents and counsel. If the Issuer Transferor fails to pay such amounts amount forthwith upon such demand, the Trustee, in its own name and as trustee Trustee of an express trusttrust shall, at the direction of MBIA, and if an MBIA Default or Termination has occurred the Trustee may, and shall upon shall, at the direction of the Majority NoteholdersControlling Holders, institute a Proceeding Proceedings for the collection of the sums so due and unpaid, may and prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder Transferor and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Transferor, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee shall, at the direction of MBIA, and if an MBIA Default or Termination has occurred the Trustee may in its discretiondiscretion proceed, and shall upon written at the direction of the Majority NoteholdersControlling Holders proceed, proceed to protect and enforce its rights and the rights of the Secured Parties MBIA by such appropriate Proceedings as the Trustee Trustee, at the direction of MBIA, or if an MBIA Default or Termination has occurred, at its discretion shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a in case default shall occur be made in respect of the payment of any installment of interest upon any Senior Note as and when the same shall become due and payable, and such default shall have continued for a period of thirty (30) days, or in case default shall be made in the payment of the principal of or interest premium, if any, on any Senior Note as and when the same shall have become due and payable on payable, whether at Maturity of the Senior Notes or in connection with any Noteredemption or repurchase, the Issuer willby or under this Indenture or otherwise, then, upon demand of the Trustee, it will pay to the Trustee, for the benefit of the Holder holders of such NoteSenior Notes, the whole amount, if any, amount that then shall have become due and payable on such Note Senior Notes for principal principal, premium, if any, and interest interest, 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 at the rate borne by such Senior Notes and, in addition thereto, such further amount as shall be sufficient to cover the properly incurred costs and expenses of collection, including compensation to the reasonable compensationTrustee, expensesits agents, disbursements attorneys and advances of counsel, and all other amounts due the Trustee and its agents and counselunder Section 607. If Until such demand by the Trustee, the Issuer fails may pay the principal of, and premium, if any, and interest on, such Senior Notes to the Holders, whether or not such Senior Notes are overdue. In case the Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer or the Sole Shareholder any other obligor on such Senior Notes and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or any other obligor on such Senior Notes wherever situated the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then monies adjudged or decreed to be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:payable.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur If an Event of Default specified in respect of the payment of any principal of Section 502 (1) or interest when due Section 502 (2) occurs and payable on any Noteis continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities and coupons, the whole amount, if any, amount then due and payable on such Note Securities and coupons for principal (and interest premium, if any) and interest, with interest upon the overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series and any related coupons by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) in case default shall occur be made in respect of the payment of any installment of interest on any Security of any series, as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (2) in case default shall be made in the payment of the principal of (and premium, if any, on) any Security of any series on its Maturity or interest when due and payable on any Noteotherwise, the Issuer willthen, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities of such series, the whole amountamount that then shall have become due and payable on all such Securities for principal (and premium, if any) or interest, if any, then due and payable on such Note for principal and 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 overdue installments of interest at the rate borne by the Securities during the period of such default; and, in addition thereto, such further amount as shall be sufficient to cover reasonable compensation to the costs Trustee, its agents, attorneys and counsel, and all other expenses of collectionand liabilities incurred, including the reasonable compensationand all advances made, expenses, disbursements and advances of by the Trustee and except as a result of its agents and counselnegligence or bad faith. If In case the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceedings to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or the Sole Shareholder any other obligor upon such Securities of such series and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities of such series wherever situated the moneys adjudged or decreed to be payable. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a if: (1) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and any premium and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 6.07. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:25

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default an Event of Default specified in Sections 5.01(a) or 5.01(b) shall occur in have occurred and be continuing with respect of to the payment Securities of any principal of or interest when due and payable on any Noteseries, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities of such series, the whole amount, if any, amount then due and payable on such Note Securities of such series for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then 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 the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Securities of such series and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Securities of such series , wherever situated. If an Event of Default has occurred occurs and is continuingcontinuing with respect to the Securities of any series, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, then the Issuer Company will, upon written demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal (and premium, if any) and interest, if any, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an any Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for . Except as may otherwise be provided in a supplemental indenture or Board Resolution in or pursuant to which the specific enforcement of any covenant or agreement in this Indenture or in aid terms of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official related Securities shall have been appointed for or taken possession established pursuant to Section 301 of the Issuer or the Sole Shareholder or their respective property or such other obligor or its propertythis Indenture, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall not be required to take notice or be deemed to have made notice of any demand default or Event of Default other than pursuant to the provisions paragraphs (a), (b) or (c) of Section 501 of this Section 5.3Indenture, unless a Responsible Officer of the Trustee shall be entitled specifically notified in writing at the Corporate Trust Office of such default by the Company, or by the Holders of a majority in aggregate principal amount of Outstanding Securities, and empowered, by intervention in such Proceedings notice references the Securities or otherwise:this Indenture.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default an Event of Default shall occur in respect and be continuing and any of the payment of any principal of or interest when Notes have been declared due and payable on any Noteand such declaration has not been rescinded and annulled, the Issuer will, upon demand of the TrusteeIndenture Trustee and at the direction of the Majority Noteholders, pay to the Indenture Trustee, for the benefit of the Holder of such NoteNoteholders, the whole amount, if any, amount then due and payable on such Note the Notes for principal and interest interest, with interest upon the overdue principal and overdue interest at the rate provided herein and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Indenture Trustee, its agents and counsel. If the Issuer fails to pay such amounts amount forthwith upon such demand, the Indenture Trustee, in its own name and as trustee Indenture Trustee of an express trust, trust may, and shall upon shall, at the direction of the Majority Noteholders, institute a Proceeding Proceedings for the collection of the sums so due and unpaid, may and prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer, wherever situated. If an Event of Default has occurred occurs and is continuing, the Indenture Trustee may in its discretionshall, and shall upon written at the direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders by such appropriate Proceedings as the Trustee Indenture Trustee, at the direction of the Majority Noteholders, shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (i) in case default shall occur be made in respect of the payment of any principal installment of or interest (including Contingent Interest and Liquidated Damages, if any) on any Security, as and when the same shall become due and payable on payable, and such default shall have continued for a period of 30 days, or (ii) in case default shall be made in the payment of the Accreted Principal Amount of any Note, Security or any accrued Contingent Accretion when the Issuer willsame becomes due in accordance with the terms thereof then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount that then shall have become due and payable on all such Note Securities for principal (including accrued Contingent Accretion, if any) or interest (including Contingent Interest and interest Liquidated Damages, 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 overdue installments of interest at the rate, or overdue rate, if any, borne by the Securities during the period of such default; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment negligence or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateralwillful misconduct. If an Event of Default has occurred with respect to Securities occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of the Securities by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, necessary 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default If an Event of Default described in clause (a), (b) or (c) of Section 801 shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer willCompany shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of the Debt Securities of the series with respect to which such NoteEvent of Default shall have occurred, the whole amount, if any, amount then due and payable on such Note Debt Securities for principal and premium, if any, and interest, if any, and, to the extent permitted by law, interest with interest upon the on premium, if any, and on any overdue principal and interest, at the rate or rates prescribed therefor in such Debt Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of any amounts due to the Trustee and its agents and counselunder Section 907. If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Debt Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Debt Securities, wherever situated. If an Event of Default has with respect to Debt Securities of any series shall have occurred and is be continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Debt Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur If an Event of Default specified in respect of the payment of any principal of Section 5.01(1) or interest when due (2) occurs and payable on any Noteis continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer will, upon demand of the Trustee, pay to the Trustee, and Guarantors for the benefit of the Holder of such Note, the whole amount, if any, amount then due and payable on such Note Notes for principal (and premium, if any) and interest, and interest with interest upon the on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Issuer, any Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer, any Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture and the Note Guarantees by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, necessary to protect and enforce any such rights, including seeking recourse against any Guarantor, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8remedy, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or including seeking recourse against any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Guarantor.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority Noteholdersof the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Notes under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) in case default shall occur be made in respect of the payment of Amortization Payments (other than the final Amortization Payment) or any principal of or interest Prepayment, as and when the same shall become due and payable on any Notepayable, and such default shall have continued for a period of 30 days, or (2) in case default shall be made in the Issuer willpayment of the final Amortization Payment of the Securities, then, upon demand of the Trustee, pay the Company will make a Prepayment to the Trustee, for the benefit of the Holder Holders of such Notethe Securities, of the whole amount, if any, then amount due and payable on such Note for principal and interest with interest upon all the overdue principal Securities; and, in addition thereto, such further amount as shall be sufficient to cover reasonable compensation to the costs Trustee, its agents, attorneys and counsel, and all other expenses of collectionand liabilities incurred, including the reasonable compensationand all advances made, expenses, disbursements and advances of by the Trustee and except as a result of its agents and counselnegligence or bad faith. If In case the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceedings to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities wherever situated the moneys adjudged or decreed to be payable. If an Event of Default has occurred with respect to the Securities occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuingcontinuing and the Notes have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, or at any time on or after the Stated Maturity of the Notes, the Trustee may in its discretion, discretion after written notice to the Holders of the Notes and shall upon written direction of a Majority of the Majority Noteholders, Noteholders (subject to the terms hereof) proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings Proceedings, in its own name and as trustee of an express trust, as the Trustee shall reasonably deem most effectual effective (if no such direction by a Majority of the Noteholders is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Notes under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Issuer Company covenants that if a (1) in case it shall default shall occur in respect of the payment of any installment of interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, or (2) in case it shall default in the payment of the principal of (or interest premium, if any, on) any of the Securities of a series when the same shall have become due and payable on any Notepayable, whether upon maturity of the Issuer willSecurities of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of such Notethe Securities of that series, the whole amount, if any, amount that then shall have been become due and payable on all such Note Securities for principal (and interest 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 overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including and the reasonable compensation, expenses, disbursements and advances of amount payable to the Trustee and its agents and counselunder Section 7.06. (b) If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or other obligor upon the Sole Shareholder Securities of that series and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or other obligor upon the Securities of that series, wherever situated. If (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such 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, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default has occurred and is continuinghereunder, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties vested in it by this Indenture by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 the Indenture or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there Nothing contained herein shall be pending Proceedings relative deemed to authorize the Issuer 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 that series or the Sole Shareholder under rights of any holder thereof or to authorize the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or Trustee to vote in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession respect of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case claim of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of Securityholder in any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:proceeding. SECTION 6.03

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay Subject to the Trustee, for the benefit of the Holder of such Note, the whole amountfollowing sentence, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Note Insurer and the Noteholders by such appropriate Proceedings as any proceedings the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, deems appropriate to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in remedy. Any proceedings brought by the Trustee by this Indenture on behalf of the Note Insurer or the Noteholders or by law. Subject always the Note Insurer or any Noteholder against the Issuer shall be limited to the provisions preservation, enforcement and foreclosure of Section 5.8the liens, in case there assignments, rights and security interests under this Agreement and the other Transaction Documents and no attachment, execution or other suit or process shall be pending Proceedings sought, issued or levied upon any assets, properties or funds of the Issuer, other than the Trust Estate relative to the Issuer Notes in respect of which such Event of Default has occurred. If there is a foreclosure of any such liens, assignments, rights and security interests under this Agreement, by private power of sale or otherwise, no judgment for any deficiency upon the Sole Shareholder under indebtedness represented by the Bankruptcy Law Notes may be sought or obtained by the Trustee or any other applicable bankruptcyNoteholder against the Issuer. The Trustee shall be entitled to recover the costs and expenses expended by it pursuant to this Section 8.10 including reasonable compensation, insolvency or other similar lawexpenses, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession disbursements and advances of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due its agents and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:counsel.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Company and each Guarantor covenant that if a default an Event of Default specified in Section 5.01(a) or 5.01(b) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company and each Guarantor will, jointly and severally, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails Company and each Guarantor fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretiondiscretion but is not obligated under this paragraph to, and shall upon written direction of the Majority Noteholders, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture or any Guarantee by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, including, without limitation, seeking recourse against any Guarantor or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy, including, without limitation, seeking recourse against any Guarantor. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if an Event of Default specified in Section 5.01(a), 5.01(b) or 5.01(c) (to the extent relating to a default payment required by Section 10.10) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of Securities of any series tendered for payment pursuant to such Noteprovisions of this Indenture, the whole amount, if any, amount then due and payable on Securities of that series tendered for payment pursuant to such Note provisions of this Indenture for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by such Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that If the Company shall fail for a period of 30 days to pay any installment of interest on the Securities of any series or shall fail to pay the principal of and premium, if a default shall occur in respect any, on any of the payment Securities of any principal of or interest such series when and as the same shall become due and payable on payable, whether at maturity, or by call for redemption (otherwise than pursuant to a sinking fund) by declaration as authorized by this Indenture, or otherwise, or shall fail for a period of 30 days to make any Notesinking fund payment as to a series of Securities, the Issuer willthen, upon demand of the Trustee, the Company will pay to the Trustee, Trustee for the benefit of the Holder Holders of Securities of such Note, series then Outstanding the whole amountamount which then shall have become due and payable on any such Security, with interest on the overdue principal and premium, if any, then due and payable (so far as the same may be legally enforceable) on such Note for principal and interest with interest upon the overdue principal andinstallments of interest at the rate borne by the Securities of such series, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of all amounts owing the Trustee and its agents and counselany predecessor trustee hereunder under Section 6.7. If In case the Issuer fails 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, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer Company or any other obligor upon the Sole Shareholder Securities of such series, and collect the Cash moneys adjudged or decreed to be payable out of the property of the Company or any other obligor upon the Securities of such series, wherever situated, in the manner provided by law out law. Every recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7, shall be for the ratable benefit of the CollateralHolders of such series of Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of the Securities or this Indenture may be enforced by the Trustee without the possession of any of the Securities and without the production of any thereof at any trial or any proceeding relative thereto. If an Event a Default, of Default which a Responsible Officer of the Trustee has occurred actual knowledge, with respect to any series of Securities occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Indenture, or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default an Event of Default specified in Section 5.01(i) or 5.01(ii) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur an Event of Default specified in respect of the payment of any principal of Section 501(1) or interest when due 501(2) hereof occurs and payable on any Noteis continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, Trustee for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal (and premium, if any) and interest, and interest with interest upon the on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, any Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture, the Guarantees and the Security Documents by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, necessary to protect and enforce any such rights, including seeking recourse against any Guarantor, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8remedy, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or including but without limitation, seeking recourse against any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Guarantor.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default an Event of Default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority Noteholdersof the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Notes under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that that, if a default an Event of Default specified in Section 5.01(i) or 5.01(ii) shall occur in respect of have occurred and be continuing, then the payment of any principal of or interest when due and payable on any Note, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company, any Subsidiary Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, any Subsidiary Guarantor or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur an Event of Default in respect of the payment of any principal of principal, premium, or interest when due specified in clause (a) or (b) of Section 6.01 occurs and payable on any Noteis continuing, the Issuer willCompany shall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal principal, premium (if any) and interest, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium, if any) and on any overdue interest, at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensationCompensation to, and expenses, disbursements and advances of of, the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction trust in favor of the Majority NoteholdersHolders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or the Security Documents or in aid of the exercise of any power granted hereinherein or therein, or to enforce any other proper remedy or legal or equitable right vested in remedy. Each Holder, by accepting a Security, acknowledges that the exercise of remedies by the Trustee with respect to the Collateral is subject to the terms and conditions of the Security Documents and the proceeds received upon realization of the Collateral shall be applied by this Indenture or by law. Subject always to the Trustee in accordance with the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Intercreditor Agreement.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default If an Event of Default described in clause (a) or (b) of Section 9.01 shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer willCompany shall, upon written demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of the Securities with respect to which such NoteEvent of Default shall have occurred, the whole amount, if any, amount then due and payable on such Note Securities for principal and interest with interest upon the overdue principal premium, if any, and DC1 - 221297.15 interest, if any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of any amounts due to the Trustee and its agents and counselunder Section 10.07. If the Issuer fails Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by applicable law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction property of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law Company or any other obligor upon such Securities, wherever situated. The Trustee shall, to the extent permitted by applicable bankruptcy, insolvency or other similar law, be entitled to xxx and recover judgment as aforesaid either before, during or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed after the pendency of any proceedings for or taken possession the enforcement of the Issuer or the Sole Shareholder or their respective property or such other obligor or its propertyLien of this Indenture, or and in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property a sale of the Issuer Mortgaged Property or any part thereof and the Sole Shareholderapplication of the proceeds of sale as aforesaid, the Trustee, regardless in its own name and as trustee of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3an express trust, shall be entitled to enforce payment of, and empoweredto receive, all amounts then remaining due and unpaid upon the Securities then Outstanding for principal, premium, if any, and interest, if any, for the benefit of the Holders thereof, and shall be entitled to recover judgment for any portion of the same remaining unpaid, with interest as aforesaid. No recovery of any such judgment by intervention in the Trustee and no levy of any execution upon any such Proceedings judgment upon any of the Mortgaged Property or otherwise:any other property of the Company shall affect or impair the Lien of this Indenture upon the Mortgaged Property or any part thereof or any rights, powers or remedies of the Trustee hereunder, or any rights, powers or remedies of the Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority Noteholdersof the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Notes under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Applicable Issuers covenant that if a default shall occur occurs in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer Applicable Issuers will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest is legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and (subject to its rights hereunder, including Section 6.1(c)(iv)) shall upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Applicable Issuers or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of a Majority of the Majority NoteholdersControlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem deems most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be If Proceedings are pending Proceedings relative to the Issuer or the Sole Shareholder Co-Issuer or any other obligor upon the Secured Notes under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have has been appointed for or taken possession of the Issuer, the Co-Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer, the Co-Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall is then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have has made any demand pursuant to the provisions of this Section 5.3, shall will be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default Default shall occur in respect of the payment of any principal of or interest (including any Defaulted Note Interest Amounts) on any Note when the same becomes due and payable on any Notepayable, the Issuer willshall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with (including any Defaulted Note Interest Amounts), to the extent that payments of such interest upon the overdue principal shall be legally enforceable, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trustTrustee, may, and shall shall, subject to the terms of this Indenture and upon written direction of the Majority NoteholdersRepresentative, institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default occurs and has occurred and is continuingnot been waived, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction by the Majority Representative is received by the Trustee) ), or the Trustee shall proceed to protect and enforce its rights and the rights of the Noteholders by such Proceedings as the Trustee may be directed by the Majority NoteholdersRepresentative subject to the terms of this Indenture, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder Issuer, or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole ShareholderIssuer, or the creditors or property of the Issuer or the Sole ShareholderIssuer, the Trustee, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default an Event of Default specified in Section 5.01(a) or 5.01(b) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and -47- may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion but is not obligated under this paragraph to (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any NoteDebt, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such NoteDebt, the whole amount, if any, then due and payable on such Note Debt for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Sections 6.1(c)(iv) and 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Debt and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Sections 6.1(c)(iv) and 6.3(e)) upon written direction of the Majority Noteholdersof the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Debt under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderDebt, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Debt shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default an Event of Default shall occur and be continuing in respect to any Series of Bonds and the payment Bonds of any principal of or interest when such Series have been declared due and payable on any Noteand such declaration and its consequences have not been rescinded and annulled, the Issuer will, upon demand of the Trustee, deliver a Non-Disqualification Opinion regarding such actions, if an election has been made or will be made to treat the Issuer or the Trust Estate securing the Series as a REMIC, and will pay to the Trusteeit, for the benefit of the Holder Holders of the Bonds of such NoteSeries, (a) the whole amountAggregate Current Principal Amount (including interest accrued and unpaid as of the preceding Payment Date on all Compound Interest Bonds) of all Bonds of such Series; (b) accrued interest through the Designated Interest Accrual Date preceding the date of payment pursuant to such demand, if anyat the respective Bond Interest Rates borne by such Bonds, then due on the Aggregate Current Principal Amount of all Bonds of such Series and payable interest on any installment of interest on such Note for principal Bonds which was not paid at the Stated Maturity of such installment from the date due through the Designated Interest Accrual Date preceding the date of such demand, but only to the extent that payment of such interest on overdue interest shall be legally enforceable, and interest with interest upon the overdue principal and, (c) in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. Except as otherwise provided in the related Terms Indenture, in the event an election has been made to treat the Trust Estate securing the Series as a REMIC, and in the event that the Issuer makes a payment under this Section 5.03, the provisions of Section 4.03 will apply and the payment by the Issuer will be deemed to be a purchase of the Trust Estate for purposes of Section 4.03. Such purchase will be a purchase of an undivided interest in the Trust Estate which is equal to a fraction, the numerator of which is the amount of the payment and the denominator of which is the fair-market value of the Trust Estate as of the date of such purchase, however such fraction shall not exceed one. If the Issuer fails to pay such amounts forthwith upon such demand, or if the Issuer shall otherwise default in any payment of principal of, or interest on, any Bonds, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Bonds of such Series and collect collect, out of the Cash adjudged property, wherever situated, of the Issuer (subject, however, to Section 5.20) or any such other obligor on such Bonds, the moneys adjusted or decreed to be payable in the manner provided by law out of the Collaterallaw. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Bondholders by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this the Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company and the Guarantor each covenants that if a default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, in the case of technical or administrative difficulties only if such a default persists for a period of five days, the Issuer Company or the Guarantor will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and any premium and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances advances, of the Trustee and Trustee, its agents and counsel. If the Issuer Company or the Guarantor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company, the Guarantor or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, the Guarantor or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred with respect to the Securities occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, reasonably necessary 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Each of the Company and the Guarantor covenants that if (a) in the case of a default shall occur in respect payment of principal of any Security, at the Stated Maturity thereof, or (b) in the case of a default in the payment of any principal of or interest on any Security, when such interest becomes due and payable on any Notepayable, and in the Issuer case of either (a) or (b) such default continues for such period as may be prescribed in this Indenture or in the Deed Poll constituting the applicable CULS, each of the Company and the Guarantor will, upon written demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and interest with interest upon the overdue principal (including Defaulted Interest, if any) and, in addition thereto, such further amount as shall be sufficient to cover the unpaid costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counselTrustee. If the Issuer fails Company and the Guarantor fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, remaining unpaid and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or Guarantor or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or the Guarantor or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholderseffectual, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in the Deed Poll constituting the applicable CULS, or in aid of the exercise of any power granted hereinherein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Notethe Class A Notes, the Issuer willshall, upon demand of the TrusteeTrustee (but, unless the maturity of the Class A Notes has been accelerated following the occurrence of a Remedies Event, only when and as required to be paid pursuant to the Priority of Payments), pay to the Trustee, for the benefit of the Holder of such Notethe Class A Notes, the whole amount, if any, then due and payable on such Note the Class A Notes for principal and interest with interest upon the overdue principal principal, at the applicable Interest Rate, and, in addition theretothereto (if the maturity of the Class A Notes has been accelerated following the occurrence of a Remedies Event), such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demanddemand and a Remedies Event has occurred and is then continuing, the Trustee, in its own name and as trustee of an express trust, may, and shall upon written direction of a Majority of the Majority NoteholdersClass A Notes, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Class A Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an (and only if) a Remedies Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and shall upon written direction of the Majority Noteholdersof the Class A Notes, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Class A Notes, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Class A Notes under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderClass A Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Class A Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default an Event of Default specified in Section 5.01(a) or 5.01(b) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion but is not obligated under this paragraph to (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay Subject to the Trustee, for the benefit of the Holder of such Note, the whole amountfollowing sentence, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Note Insurer and the Noteholders by such appropriate Proceedings as any proceedings the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, deems appropriate to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in remedy. Any proceedings brought by the Trustee by this Indenture on behalf of the Note Insurer or the Noteholders or by law. Subject always the Note Insurer or any Noteholder against the Issuer shall be limited to the provisions preservation, enforcement and foreclosure of Section 5.8the Liens, in case there assignments, rights and security interests under this Agreement and the other Transaction Documents and no attachment, execution or other suit or process shall be pending Proceedings sought, issued or levied upon any assets, properties or funds of the Issuer, other than the Trust Estate relative to the Issuer Notes in respect of which such Event of Default has occurred. If there is a foreclosure of any such liens, assignments, rights and security interests under this Agreement, by private power of sale or otherwise, no judgment for any deficiency upon the Sole Shareholder under indebtedness represented by the Bankruptcy Law Notes may be sought or obtained by the Trustee or any other applicable bankruptcyNoteholder against the Issuer. The Trustee shall be entitled to recover the costs and expenses expended by it pursuant to this Section 8.10 including reasonable compensation, insolvency or other similar lawexpenses, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession disbursements and advances of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due its agents and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:counsel.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect an Event of the payment of any principal of or interest when due and payable on any NoteDefault occurs, the Issuer will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount of Money then due and payable on such Note Securities for principal (and premium, if any) and interest, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium, if any) and on any overdue interest, at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If In the event that the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums Money so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur in an Event of Default occurs under Section 501(1), (2), (3) or (4) with respect of to any Junior Subordinated Notes the payment of any principal of or interest when due and payable on any Note, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteJunior Subordinated Notes, the whole amount, if any, amount then due and payable on such Note Junior Subordinated Notes for principal (and premium, if any) and interest with (including Additional Interest, if any) and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest (including Additional Interest, if any), at the rate or rates prescribed therefor in such Junior Subordinated Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 607. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company and/or the Guarantor or the Sole Shareholder any other obligor upon such Junior Subordinated Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, the Guarantor or any other obligor upon such Junior Subordinated Notes, wherever situated. If an Event of Default has occurred with respect to Junior Subordinated Notes of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Junior Subordinated Notes of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) default shall occur is made in respect of the payment of any installment of interest on or any Additional Amounts with respect to any Security or any Coupon appertaining thereto when such interest or Additional Amounts shall have become due and payable and such default continues for a period of 10 days, or (2) default is made in the payment of the principal of or interest when due and payable any premium on any NoteSecurity at its Maturity, the Issuer willCompany shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteSecurities and any Coupons appertaining thereto, the whole amount, if any, amount of money then due and payable on with respect to such Note for principal Securities and interest any Coupons appertaining thereto, with interest upon the overdue principal principal, any premium and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest and Additional Amounts at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counselcounsel and all other amounts due to the Trustee under Section 606. If the Issuer Company fails to pay such amounts the money it is required to pay the Trustee pursuant to the preceding paragraph, forthwith upon such demandthe demand of the Trustee, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums money so due and unpaid, and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company, the Guarantor or the Sole Shareholder any other obligor upon such Securities and any Coupons appertaining thereto and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, the Guarantor or any other obligor upon such Securities and any Coupons appertaining thereto, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series and any Coupons appertaining thereto by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted hereinherein or therein, or to enforce any other proper remedy remedy. Section 504. Trustee May File Proofs of Claim. -------------------------------- In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings other judicial proceeding relative to the Issuer or Company, the Sole Shareholder under the Bankruptcy Law Guarantor or any other applicable bankruptcy, insolvency obligor upon the Securities or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession the property of the Issuer or Company, the Sole Shareholder or their respective property Guarantor, or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholdertheir creditors, the Trustee, regardless Trustee (irrespective of whether the principal of any Note the Securities shall then be due and payable as therein expressed or by declaration or otherwise and regardless irrespective of whether the Trustee shall have made any demand pursuant to on the provisions Company or the Guarantor for the payment of this Section 5.3any overdue principal, premium, interest or Additional Amounts) shall be entitled and empowered, by intervention in such Proceedings proceeding or otherwise:, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding, including: (1) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of the principal and any premium, interest and Additional Amounts owing and unpaid in respect of the Securities and any Coupons appertaining thereto and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the Holders of Securities or any Coupons allowed in such judicial proceeding, and

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Depositor covenants that if a default shall occur Default is made in respect of the payment of any principal of or interest when due and payable on any NoteBond of any Series, the Issuer Depositor will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such NoteBond of such Series, but only from the Trust Estate securing the Bonds of such Series, the whole amount, if any, amount then due and payable on such Note Bond for principal and interest interest, with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the Bond Interest Rate for such Bond, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Depositor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee Trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Depositor or any other obligor upon the Sole Shareholder Bonds and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collaterallaw. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Bondholders by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always Any proceedings brought by the Trustee on behalf of the Bondholders or any Bondholder against the Depositor shall be limited to the provisions preservation, enforcement and foreclosure of Section 5.8the liens, assignments, rights and security interests under the Indenture and no attachment, execution or other unit or process shall be sought, issued or levied upon any assets, properties or funds of the Depositor, other than the Trust Estate relative to the Bonds in respect of which such Event of Default has occurred. If there is a foreclosure of any such liens, assignments, rights and security interests under this Indenture, by private power of sale or otherwise, no judgment for any deficiency upon the indebtedness represented by the Bonds may be sought or obtained by the Trustee or any Bondholder against the Depositor. The Trustee shall be entitled to recover the costs and expenses expended by it pursuant to this Article V including reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. In case there shall be pending Proceedings relative to the Issuer Depositor or any other obligor upon the Sole Shareholder Bonds under Title 11 of the Bankruptcy Law United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer Depositor or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable judicial Proceedings relative to the Issuer Depositor or other obligor upon the Sole ShareholderBonds of any Series, or the creditors or property of the Issuer Depositor or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:other

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority NoteholdersSupermajority of the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority NoteholdersSupermajority of the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Notes under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect upon the acceleration of the payment maturity of any principal of or interest when due and payable on any Notethe Notes pursuant to Section 5.02, the Issuer will, upon demand of the Trustee, immediately pay to the Trustee, Trustee for the benefit of the Holder of such Note, each Note the whole amount, if any, amount then due and payable on such Note for principal and interest interest, with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest pursuant to Section 2.07(a), in the order set forth in Section 5.06 herein and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee Trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collaterallaw. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders by such appropriate Proceedings proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or under Title 11 of the Sole Shareholder under the Bankruptcy Law United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable judicial Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole ShareholderIssuer, the Trustee, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.35.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Issuers covenant that if a default Default shall occur in respect of the payment of any principal of or interest when or other amounts owing on any Note to the extent then due and payable on any Notepursuant to the terms hereof and the Priority of Payments or the Priority of Acceleration Payments, as applicable, the Issuer Issuers will, upon demand of the TrusteeTrustee or any affected Noteholder, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest interest, with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Note Interest Rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its such Noteholder and their respective agents and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of subject to the Majority NoteholdersIntercreditor Agreement, institute a Proceeding for the collection of the sums so due and unpaid, may and may, and shall, upon the direction by a Majority of the Controlling Class, prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Issuers or any other obligor upon the Sole Shareholder Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralCollateral or other property of the Issuers. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of but subject to the Majority NoteholdersIntercreditor Agreement, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction by a Majority of the Controlling Class is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any other Financing Document or in aid of the exercise of any power granted hereinherein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture Indenture, by any other Financing Document or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder Co-Issuer or any other obligor upon the Notes under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer, the Co-Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer, the Co-Issuer or such other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer, the Co-Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.35.2, shall be entitled and empowered, by intervention in such Proceedings or otherwise, to take any and all actions authorized under the Trust Indenture Act. In particular, the Trustee shall be authorized:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if an Event of Default specified in Section 5.01(i), 5.01(ii) or 5.01(iii) (to the extent relating to a default payment required by Section 10.10 or Section 10.15) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes (and any Additional Amounts thereon); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if an Event of Default specified in Section 5.01(a), 5.01(b) or 5.01(c) (to the extent relating to a default payment required by Section 10.10 or 10.15) shall occur in respect of the payment of any principal of or interest when due have occurred and payable on any Notebe continuing, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of Notes tendered for payment pursuant to such Noteprovisions of this Indenture, the whole amount, if any, amount then due and payable on Notes tendered for payment pursuant to such Note provisions of this Indenture for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default shall occur is made in respect of the payment of any the principal of any Security at the Maturity thereof or any interest on any Security when such interest becomes due and payable and such default continues for a period of five Business Days after receipt of notice for any interest payment or such other amount due on or prior to the Conversion Date, and within 30 days of the date due for any Noteinterest payment or such other amount due after the earlier of the Conversion Date and December 31, 2016, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and interest, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal and on any overdue interest, at the rate borne by the Securities, together with any Additional Amounts thereon, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel, and all amounts due the Trustee under Section 607. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company, any Guarantor or any other obligor upon the Sole Shareholder Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, any Guarantor or any other obligor upon the Securities, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Note Indenture or the Guarantee or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Supermajority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority NoteholdersSupermajority of the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority NoteholdersSupermajority of the Controlling Class, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Notes under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest Special Interest on any Note when such Special Interest becomes due and payable and such default continues for a period of 30 days, or (b) default is made in the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of any Note on any Notethe Maturity Date (or Fundamental Change Repurchase Date, as the case may be), the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal (including the Fundamental Change Repurchase Price, if applicable) and Special Interest and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (including the Fundamental Change Repurchase Price, if applicable) and on any overdue Special Interest, at the Special Interest rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of the Notes by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in remedy. In any proceedings brought by the Trustee by (and in any proceedings involving the interpretation of any provision of this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether which the Trustee shall have made any demand pursuant to be a party), the provisions of this Section 5.3, Trustee shall be entitled held to represent all the Holders of the Notes, and empowered, by intervention in it shall not be necessary to make any Holders of the Notes parties to any such Proceedings or otherwise:proceedings.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect the Notes are accelerated following the occurrence of the payment an Event of any principal of or interest when due Default, and payable on any Notesuch acceleration has not been rescinded and annulled, the Issuer willshall, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder of such Note, Noteholders and the Swap Counterparty the whole amount, if any, amount then due and payable on such Note the Notes for principal and interest interest, with interest upon the overdue principal and upon overdue installments of interest, as determined for each Class, any amounts due to the Swap Counterparty, to the extent that payment of such interest shall be legally enforceable; and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel; provided, however, the amount due under this Section 11.3 shall not exceed the aggregate proceeds from the sale of the relevant Collateral and amounts otherwise held by the Issuer and available for such purpose. Until such demand is made by the Trustee, the Issuer shall pay the principal of and interest on the Notes to the Trustee for the benefit of the registered Holders to be applied as provided in this Indenture, whether or not the Notes are overdue. If the Issuer fails to pay such amounts forthwith upon such demand, then the Trustee, in its own name Trustee for the benefit of the Noteholders and the Swap Counterparty and as trustee of an express trust, may, and with the prior written consent of or shall upon at the direction of the Majority NoteholdersHolders, institute suits in equity, actions at law or other legal, judicial or administrative proceedings (each, a Proceeding “Proceeding”) for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash monies adjudged or decreed to be payable in the manner provided by law out of the Collateral wherever situated. In the event a Proceeding shall involve the liquidation of Collateral, the Trustee shall pay all costs and expenses for such Proceeding and shall be reimbursed for such costs and expenses from the resulting liquidation proceeds. In the event that the Trustee determines that liquidation proceeds will not be sufficient to fully reimburse the Trustee, the Trustee shall receive indemnity satisfactory to it against such costs and expenses from the Noteholders (which indemnity may include, at the Trustee’s option, consent by each Noteholder authorizing the Trustee to be reimbursed from amounts available in the Collection Account). If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretionmay, and with the prior written consent of or shall upon written at the direction of the Majority NoteholdersHolders, proceed to protect and enforce its rights and the rights of the Secured Parties Noteholders hereunder and under the Notes, by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersare necessary to effectuate, to protect and enforce any such rights, whether for the specific enforcement of any covenant covenant, agreement, obligation or agreement indemnity in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:remedy.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (1) in case it shall default shall occur in respect of the payment of any installment of interest on any Security, or Coupon, as and when the same shall become due and payable, and such default shall have continued for a period of thirty days (unless a different period is provided for with respect to such Security), or (2) in case it shall default in the payment of the principal of (or interest premium, if any, on) any of the Securities when due and payable on any Notethe same shall have become payable, the Issuer willwhether upon Maturity of such Securities or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of such Note, the whole amountSecurities and Coupons, if any, the whole amount that then shall have become due and payable on all such Note Securities and Coupons, if any, for principal (and interest 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 overdue installments of interest at the rate borne by such Securities and Coupons, if any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of all sums due the Trustee and its agents and counseleach predecessor Trustee under Section 7.6. If In case the Issuer fails 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, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceedings to judgment or final decree, and may enforce the same such judgment or final decree against the Issuer Company or the Sole Shareholder other obligor upon such Securities and Coupons, if any, and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event property of Default has occurred the Company or other obligor upon such Securities and is continuingCoupons, if any, wherever situated, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed moneys adjudged or decreed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by lawpayable. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to proceedings in bankruptcy or for the Issuer reorganization of the Company or any other obligor upon the Sole Shareholder Securities and Coupons, if any, of any series under Title 11 of the Bankruptcy Law United States Code, as now constituted or hereafter in effect, or any other applicable bankruptcy, insolvency or other similar lawlaw relative to the Company or to such other obligor, its creditors or its property, or in case a receiver, assignee receiver or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings judicial proceedings relative to the Issuer Company or other obligor upon the Sole ShareholderSecurities and Coupons, or the if any, of such series, its creditors or property of the Issuer or the Sole Shareholderits property, the Trustee, regardless irrespective of whether the principal of any Note the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and regardless irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.36.2, shall be entitled and empowered, by intervention in such Proceedings proceedings or otherwise:, to file and prove a claim or claims for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and Coupons, if any, of such series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for sums due the Trustee and each predecessor Trustee under Section 7.6) and of the Securityholders allowed in any judicial proceedings relative to any obligor upon the Securities and Coupons, if any, of such series, its creditors or its property and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any receiver, liquidator, trustee, custodian or assignee under any of the provisions of Title 11 of the United States Code, as now constituted or hereafter in effect, is hereby authorized by each of the Securityholders to make payments to the

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Issuers covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any NoteSecured Notes, the Issuer Issuers will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such NoteSecured Notes, the whole amount, if any, then due and payable on such Note Secured Notes for principal and interest (including accrued and unpaid Deferred Interest) with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer Issuers fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Majority NoteholdersControlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to either of the Issuer Issuers or any other obligor upon the Sole Shareholder Secured Notes under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole ShareholderCo-Issuer or such other obligor, the Trustee, regardless of whether the principal of any Note Secured Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that that, if a default an Event of Default specified in Section 5.01(i) or 5.01(ii) shall occur in respect of have occurred and be continuing, then the payment of any principal of or interest when due and payable on any Note, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company, any Subsidiary Guarantor or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company, any Subsidiary Guarantor or any other obliger upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a if: (1) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, (2) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at its Maturity, or. (3) default is made in the making or satisfaction of any sinking fund or analogous obligation when the same becomes due pursuant to the terms of any Security, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal and any premium and interest with and, to the extent that payment of such interest upon the shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed in such Securities, and, in addition theretoaddition, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee Trustee, its agents, and its agents and counselcounsel under Section 6.7. If the Issuer Company fails to pay such amounts forthwith immediately upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 hereinin this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:5.4

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants covenant that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority NoteholdersSupermajority of the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Secured Notes under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that Except as otherwise provided in any supplemental indenture issued in accordance with Section 3.01, if a (a) default shall occur is made in respect of the payment of any principal of or interest on any Debt Security when such interest becomes due and payable on and such default continues for a period of 30 days; or (b) default is made in the payment of principal of (or premium, if any, on) any NoteDebt Security and Coupon at the Maturity thereof and such default continues for a period of 7 days, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteDebt Securities and the holders of any Coupons appertaining thereto, the whole amount, if any, amount then due and payable on such Note Debt Securities and Coupons for principal (and premium, if any) and interest, if any, and interest with interest upon the on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue interest, at the rate or rates prescribed therefor in such Debt Securities and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If ; PROVIDED, however, that such payments with respect to Subordinated Debt Securities issued hereunder shall be subject to the Issuer fails subordination provisions set forth herein or in any supplemental indenture with respect to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee any series of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the CollateralSubordinated Debt Securities. If an Event of Default has occurred with respect to Debt Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Debt Securities of such series and holders of any Coupons appertaining thereto by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, are necessary 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 remedy, including the institution of proceedings for the winding-up of the Company; PROVIDED that such action as it relates to any series of Subordinated Debt Securities issued hereunder shall be subject to the subordination provisions set forth herein or legal or equitable right vested in any supplemental indenture with respect to such series. Notwithstanding the Trustee by foregoing, the provisions of this Indenture or by law. Subject always Section 5.04, as they relate to Subordinated Debt Securities issued hereunder, are subject to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:12.01.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest on any Security when such interest becomes due and payable on and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of (or premium, if any, on) any NoteSecurity at the Maturity thereof, then the Issuer Company will, upon written demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSecurities, the whole amount, if any, amount then due and payable on such Note Securities for principal (and premium, if any) and interest, if any, and, to the extent that payment of such interest with shall be legally enforceable, interest upon the on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the Issuer Company or the Sole Shareholder any other obligor upon such Securities and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon such Securities, wherever situated. If an any Event of Default has occurred with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement . The Trustee shall not be required to take notice or be deemed to have notice of any covenant Event of Default other than pursuant to paragraphs (a), (b) or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions (c) of Section 5.8501 of this Indenture, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether unless the Trustee shall have made any demand pursuant to be specifically notified in writing of such default by the provisions Company, or by the Holders of this Section 5.3, shall be entitled and empowered, by intervention a majority in such Proceedings or otherwise:aggregate principal amount of Outstanding Securities.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect Each of the payment of Company and the Guarantor covenants that, if the Company and the Guarantor fail to pay any principal or any interest on any Senior Debt Securities of that series within 14 days from the due date for payment and the principal or interest when due and payable on any Notehas not been duly paid within 14 days following written notice from the Trustee to the Company or to the Company, the Issuer Guarantor and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Senior Debt Securities of that series requiring the non-payment to be made good, the Company or the Guarantor will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteSenior Debt Securities, the whole amount, if any, amount then due and payable on such Note Senior Debt Securities for principal (and premium, if any) and interest, if any, and interest with interest upon the on any overdue principal (and premium, if any), at the rate or rates prescribed therefor in such Senior Debt Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred with respect to Senior Debt Securities of any series occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of Senior Debt Securities of such series by such appropriate Proceedings judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Senior Debt Securities Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy remedy, including the institution of proceedings in England or legal Scotland (but not elsewhere) for the winding-up of the Company or equitable the Guarantor, respectively. The Holders of Senior Debt Securities by their acceptance thereof will be deemed to have waived any right vested of set-off or counterclaim or combination of accounts with respect to the Senior Debt Securities or this Senior Debt Securities Indenture (or between the obligations under or in respect of any Senior Debt Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company or the Guarantor, whether before or during a winding up of the Company. Notwithstanding the foregoing, failure to make any payment in respect of a series of Senior Debt Securities shall not be a default in respect of such Senior Debt Securities if such payment is withheld or refused and the Company or the Guarantor deliver an Opinion of Counsel concluding that such sums were not paid, in order to comply with any law or regulation or with the order of any court of competent jurisdiction; provided, however, that the Trustee may by notice to the Company require the Company to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the Trustee circumstances to resolve such doubt, in which case the Company shall forthwith take and expeditiously proceed with such action and shall be bound by this Indenture any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or by law. Subject always to order then the provisions of Section 5.8the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of 14 days after the Trustee gives written notice to the Company informing it of such resolution. No recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security, or for any claim based on the Guarantee endorsed thereon or otherwise in respect thereof or of the Guarantee and no recourse under or upon any obligation, covenant or agreement of the Company or the Guarantor in this Senior Debt Securities Indenture, or in any Senior Debt Security, in case there the Guarantee endorsed thereon, or because of the creation of any indebtedness represented thereby, shall be pending Proceedings relative to had against any incorporator, stockholder (other than the Issuer Guarantor under the terms of the Guarantee), officer or director, past, present or future, of the Company or any Guarantor or of any successor corporation of either the Company or the Sole Shareholder under the Bankruptcy Law Guarantor, whether by virtue of any constitution, statute or any other applicable bankruptcy, insolvency or other similar rule of law, or in case by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a receivercondition of, assignee or trustee in bankruptcy or reorganizationand as a consideration for, liquidator, sequestrator or similar official shall have been appointed for or taken possession the execution of this Senior Debt Securities Indenture and the issue of the Issuer or Senior Debt Securities of a series, and the Sole Shareholder or their respective property or such other obligor or its propertyendorsement of the Guarantee thereon. Notwithstanding any contrary provisions, or in case nothing shall impair the right of a Holder, absent the Holder’s consent, to sxx for any other comparable Proceedings relative payments due but unpaid with respect to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Senior Debt Securities.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Applicable Issuers covenant that if a default shall occur in respect of the payment of any principal of or interest when due and payable on the applicable Note Amount of any NoteSecured Notes, the Issuer willApplicable Issuers shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such NoteSecured Notes, a sum equal to the Reinvesting Percentage, the First Static Percentage and/or the Second Static Percentage, as applicable, of the whole amount, if any, then due and payable on the applicable Note Amount of such Note Secured Notes for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails Applicable Issuers fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Majority NoteholdersControlling Class with respect to the applicable Portfolio, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Applicable Issuers or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of the Majority Noteholdersof the Controlling Class with respect to the applicable Portfolio, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class with respect to the applicable Portfolio, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to any Issuer Entity or any other obligor upon the Issuer or the Sole Shareholder Secured Notes under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the any Issuer Entity or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to any Issuer Entity or other obligor upon the Issuer or the Sole ShareholderSecured Notes, or the creditors or property of the any Issuer Entity or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of the applicable Note Amount of any Note Secured Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a in case default shall occur be made in respect of the payment of any installment of interest upon any Subordinated Note as and when the same shall become due and payable, and such default shall have continued for a period of thirty (30) days, or in case default shall be made in the payment of the principal of or interest premium, if any, on any Subordinated Note as and when the same shall have become due and payable on payable, whether at Maturity of the Subordinated Notes or in connection with any Noteredemption or repurchase, the Issuer willby or under this Indenture or otherwise, then, upon demand of the Trustee, it will pay to the Trustee, for the benefit of the Holder holders of such NoteSubordinated Notes, the whole amount, if any, amount that then shall have become due and payable on such Note Subordinated Notes for principal principal, premium, if any, and interest interest, 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 at the rate borne by such Subordinated Notes and, in addition thereto, such further amount as shall be sufficient to cover the properly incurred costs and expenses of collection, including compensation to the reasonable compensationTrustee, expensesits agents, disbursements attorneys and advances of counsel, and all other amounts due the Trustee and its agents and counselunder Section 607. If Until such demand by the Trustee, the Issuer fails may pay the principal of, and premium, if any, and interest on, such Subordinated Notes to the Holders, whether or not such Subordinated Notes are overdue. In case the Issuer shall fail forthwith to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, shall be entitled and shall upon direction of the Majority Noteholders, empowered to institute a Proceeding any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such Proceeding action or proceeding to judgment or final decree, and may enforce the same any such judgment or final decree against the Issuer or the Sole Shareholder any other obligor on such Subordinated Notes and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or any other obligor on such Subordinated Notes wherever situated the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then monies adjudged or decreed to be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:payable.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or the Sole Shareholder and collect the Cash adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuingcontinuing and the Notes have been declared due and payable pursuant to, and in accordance with, Section 5.2(a), and such declaration and its consequences have not been rescinded and annulled, or at any time on or after the Stated Maturity of the Notes, the Trustee may in its discretion, discretion after written notice to the Holders of the Notes and shall upon written direction of a Majority of the Majority Noteholders, Noteholders (subject to the terms hereof) proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings Proceedings, in its own name and as trustee of an express trust, as the Trustee shall reasonably deem most effectual effective (if no such direction by a Majority of the Noteholders is received by the Trustee) or as the Trustee may be directed by a Majority of the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or any other obligor upon the Sole Shareholder Notes under the Bankruptcy Law Code or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective its property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderNotes, or the creditors or property of the Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Note Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a default an Event of Default specified in Section 5.01(i) or 5.01(ii) shall occur in respect of the payment of any principal of or interest when due have occurred 69 -61- and payable on any Notebe continuing, the Issuer Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder Holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal principal, premium, if any, and interest interest, with interest upon the overdue principal principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholdersbut is not obligated under this paragraph to, institute a Proceeding judicial proceeding for the collection of the sums so due and unpaidunpaid and may, may but is not obligated under this paragraph to, prosecute such Proceeding proceeding to judgment or final decree, and may may, but is not obligated under this paragraph to, enforce the same against the Issuer Company or any other obligor upon the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor upon the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholdersbut is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, herein or (ii) proceed to protect and enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by lawremedy. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case No recovery of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or such judgment upon any property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. This Section 5.3 applies only in respect of Senior Notes for which “Restricted Events of Default” is not applicable. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Note, is made pursuant to Section 5.1(a)(i) the Issuer will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder Holders of such NoteNotes, the whole amountEarly Redemption Amount and interest, if any, then due and payable on such Note for principal and interest with interest upon the on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue interest, at the rate or rates prescribed therefor in such Notes; and Additional Amounts, if any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding proceeding to judgment or final decree, decree and may enforce the same against the such Issuer and or the Sole Shareholder any other obligor upon such Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Issuer or any other obligor upon such Notes, wherever situated. If an a Non-Restricted Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders of such Series of Notes by such appropriate Proceedings as the Trustee shall deem judicial proceedings most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Applicable Issuers covenant that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer willApplicable Issuers shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest with interest upon the overdue principal principal, at the applicable Note Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon written direction of a Majority of the Majority Noteholders, Controlling Class institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Applicable Issuers or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets (subject, in each case, to the Trustee's rights hereunder, including Section 6.1(c)(iv)). If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, of the Controlling Class proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholdersof the Controlling Class, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always law (subject, in each case, to the provisions of Trustee's rights hereunder, including Section 5.8, in 6.1(c)(iv)). In case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder Co-Issuer or any other obligor upon the Secured Notes under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer, the Co-Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer, the Co-Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Applicable Issuers covenant that if a default shall occur in respect of the payment of any principal of or interest or Commitment Fees when due and payable on any Secured Note, the Issuer Applicable Issuers will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal and interest (and Commitment Fees) with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Applicable Issuers or any other obligor upon the Sole Shareholder Secured Notes and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of thea Majority of the Majority NoteholdersControlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by thea Majority of the Majority NoteholdersControlling Class, 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 or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder Co-Issuer or any other obligor upon the Secured Notes under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer, the Co-Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Sole ShareholderSecured Notes, or the creditors or property of the Issuer, the Co-Issuer or the Sole Shareholdersuch other obligor, the Trustee, regardless of whether the principal of any Secured Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Issuers covenant that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any NoteSecured Debt, the Issuer Issuers will, upon demand of the Collateral Trustee, pay to the Collateral Trustee, for the benefit of the Holder of such NoteSecured Debt, the whole amount, if any, then due and payable on such Note Secured Debt for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Collateral Trustee and its agents and counsel. If the Issuer fails Issuers fail to pay such amounts forthwith upon such demand, the Collateral Trustee, in its own name and as trustee of an express trust, may, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Sole Shareholder Secured Debt and collect the Cash Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default has occurred occurs and is continuing, the Collateral Trustee may in its discretion, and shall shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Majority NoteholdersControlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Collateral Trustee shall deem most effectual (if no such direction is received by the Collateral Trustee) or as the Collateral Trustee may be directed by a Majority of the Majority NoteholdersControlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Trustee by this Indenture Indenture, the Credit Agreement or by law. Subject always to the provisions of Section 5.8, in In case there shall be pending Proceedings relative to either of the Issuer Issuers or any other obligor upon the Sole Shareholder Secured Debt or Subordinated Securities under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their its respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Sole ShareholderSecured Debt or Subordinated Securities, or the creditors or property of the Issuer or the Sole ShareholderCo-Issuer or such other obligor, the Collateral Trustee, regardless of whether the principal of any Note Secured Debt or Subordinated Securities shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Collateral Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer Company covenants that if a (a) default shall occur is made in respect of the payment of any principal of or interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of, premium, if any, on any NoteNote at the Stated Maturity thereof, the Issuer Company will, upon demand of the Trustee, pay to the Trusteeit, for the benefit of the Holder holders of such NoteNotes, the whole amount, if any, amount then due and payable on such Note Notes for principal and interest premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate borne by the Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and Trustee, its agents and counsel. If the Issuer Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall upon direction of the Majority Noteholders, may institute a Proceeding judicial proceeding for the collection - 70 - of the sums so due and unpaid, unpaid and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or any other obligor on the Sole Shareholder Notes and collect the Cash moneys adjudged or decreed to be payable in the manner provided by law out of the Collateralproperty of the Company or any other obligor on the Notes, wherever situated. If an Event of Default has occurred occurs and is continuing, the Trustee may in its discretion, and shall upon written direction of the Majority Noteholders, discretion proceed to protect and enforce its rights and the rights of the Secured Parties Holders under this Indenture by such appropriate Proceedings private or judicial proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Majority Noteholders, to protect and enforce any such rights, whether for the specific enforcement subject however to Section 5.12. No recovery of any covenant or agreement in this Indenture or in aid of the exercise of such judgment upon any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of the Issuer Company shall affect or impair any rights, powers or remedies of the Trustee or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:Holders.

Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants Applicable Issuers covenant that if a default shall occur occurs in respect of the payment of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the TrusteeTrustee or the Holder of any affected Secured Note, the Applicable Issuers shall pay to the Trustee, for the benefit of the Holder of such the Secured Note, the whole amount, if any, amount then due and payable on such the Secured Note for principal and interest with interest upon on the overdue principal and, in addition thereto, such further amount as to the extent that payments of the interest shall be legally enforceable, on overdue installments of interest, at the Applicable Periodic Rate and, in addition, an amount sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements disbursements, and advances of the Trustee and its the Holders and their agents and counsel. If the Issuer fails Applicable Issuers fail to pay such those amounts forthwith upon such immediately on demand, the Trustee, in its own name and as trustee Trustee of an express trust, may, and shall upon at the direction of a Supermajority of the Majority NoteholdersControlling Class, institute a Proceeding for the collection of the sums so due and unpaiddue, may prosecute such the Proceeding to judgment or final decree, and may enforce the same against the Issuer Applicable Issuers or any other obligor on the Sole Shareholder Notes and collect the Cash adjudged or decreed monies determined to be payable in the manner provided by law out of the Collateral. If an Event of Default has occurred and is continuing, the Trustee may in its discretionmay, and shall upon written direction of a Supermajority of the Majority NoteholdersControlling Class, proceed to protect and enforce its rights and the rights of the Holders of the Secured Parties Notes by such any appropriate Proceedings as the Trustee shall deem is deemed most effectual effective (if no such direction is received by the Trustee) or as the Trustee may be directed by a Supermajority of the Majority NoteholdersControlling Class, to protect and enforce any such rightsthe rights of the Trustee and the Holders of the Secured Notes, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. The reasonable compensation, costs, expenses, disbursements and advances incurred or paid by the Trustee and its agents and counsel, in connection with such Proceeding, including, without limitation, the exercise of any remedies pursuant to Section 5.4, shall be reimbursed to the Trustee pursuant to Section 6.7. Subject always to the provisions of Section 5.85.4(d), in case there shall be if any Proceedings are pending Proceedings relative relating to the Issuer or the Sole Shareholder Co-Issuer or any other obligor on the Notes under the Bankruptcy Law or any other applicable bankruptcy, insolvency insolvency, or other similar law, or in case if a receiver, assignee assignee, or trustee in bankruptcy or reorganization, liquidator, sequestrator sequestrator, or similar official shall have has been appointed for or taken possession of the Issuer or Issuer, the Sole Shareholder Co-Issuer, or their respective property or such any other obligor on the Notes or its property, or in case of if any other comparable Proceedings relative are pending relating to the Issuer Issuer, the Co-Issuer, or other obligor on the Sole ShareholderNotes, or the creditors or property of the Issuer Issuer, the Co-Issuer, or other obligor on the Sole ShareholderNotes, the Trustee, regardless of whether the principal of any Note shall Notes is then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have has made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empoweredmay, by intervention in such the Proceedings or otherwise: