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

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any Debt 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 (b) in case default shall be made in payment of the principal of, or premium, if any, on any Debt Security of any series as and when the same shall become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder of any such Debt Security (or Holders of any series of Debt Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Debt Security (or securities of any such series in the case of clause (c) above) for principal, 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 is enforceable under applicable law) upon the overdue installments of interest, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above); and, in addition thereto, such further amount as shall be sufficient to cover costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company, or any other obligor upon such Debt Securities, and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series, under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, or such other obligor upon such Debt Securities, or in the case of any other similar judicial proceedings relative to the Company, or other obligor on the Debt Securities of any series, or to the creditors or property of the Company or such other obligor upon such Debt Securities, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Debt Securities of any series allowed in such judicial proceedings relative to the Company, or any other obligor on the Debt Securities of any series, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders 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 costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect to the claim of any Holder of Debt Securities in any such proceeding. All rights of action and of asserting claims under this Indenture, or under the Debt Securities of any series, may be enforced by the Trustee without the possession of any of the Debt Securities of such series or 17

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Debt Security of any series Securities as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal of, of or premium, if any, on any of the Debt Security of any series Securities as and when the same shall have become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment declaration of acceleration or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of any such Debt Security (or Holders of any series of the Debt Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such all Debt Security (or securities of any such series in the case of clause (c) above) Securities for principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and or interest, or both, as the case may be, with Additional Interest accrued on the Debt Securities (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interestlaw and, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Debt Security Securities are held by the Trust or a trustee of that series (or Debt Securities such Trust, without duplication of any such series other amounts paid by the Trust or a trustee in the case of clause (c) aboverespect thereof); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.6. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series, under the Federal Bankruptcy Code or any other similar applicable Federal or State lawLaw, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any seriesSecurities, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.2, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Debt Securities of any series allowed in such judicial proceedings relative to the Company, or any other obligor on the Debt Securities of any series, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders 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 costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect to the claim of any Holder of Debt Securities in any such proceeding. All rights of action and of asserting claims under this Indenture, or under the Debt Securities of any series, may be enforced by the Trustee without the possession of any of the Debt Securities of such series or 17,

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Debt Security Securities of any series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal of, of or premium, if any, on any of the Debt Security Securities of any series as and when the same shall have become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment declaration or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of any such Debt Security (or Holders of any series of the Debt Securities in the case of clause (c) above) that series the whole amount that then shall have become due and payable on any all such Debt Security (or securities Securities of any such that series in the case of clause (c) above) for principal, principal and premium, if any, and or interest, if anyor both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in borne by the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further amounts payable to expenses or liabilities incurred by the Trustee pursuant to the provisions of Section 7.05hereunder other than through its negligence or bad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any seriesseries under Xxxxx 00, under the Federal Bankruptcy Code Xxxxxx Xxxxxx Code, or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any series, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest (or, if the Debt Securities of any that series are Original Issue Discount Securities, Securities such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration specified in accordance with Section 6.01), premium, if any, and interest, if any, the terms of that series) owing and unpaid in respect of the Debt Securities of any such series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Holders of Debt Securities of any series Securityholders allowed in such judicial proceedings relative to the Company, Company or any other obligor on the Debt Securities of any series, its or their creditorsto the creditors or property of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities or its any series in any election of a trustee or their propertya standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs its charges and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distributionexpenses; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders Securityholders 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 HoldersSecurityholders, to pay to the Trustee costs and expenses of collection and any further such amounts payable as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee pursuant to and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the provisions Trustee and each predecessor Trustee except as a result of Section 7.05 and incurred by it up to the date of such distributionnegligence or bad faith. Nothing herein contained shall be deemed construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, holder thereof or to authorize the Trustee to vote in respect to of the claim of any Holder of Debt Securities Securityholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any seriesSecurities, may be enforced by the Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities of parties to any such series or 17proceedings.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants and the Guarantor each covenant that upon the occurrence of an Event of Default pursuant to clause (a) in case default shall be made in the payment of any installment of interest upon any Debt 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 (b) in case default shall be made in payment of the principal of, or premium, if any, on any Debt Security of any series as Section 5.01 and when the same shall become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--then, upon demand of the Trustee, the Company and the Guarantor (without duplication) will pay to the Trustee, for the benefit of the Holder holders of any such the Debt Security (or Holders of any series of Debt Securities in the case of clause (c) above) Securities, the whole amount that then shall have become due and payable on any such all Debt Security (or securities of any such series in the case of clause (c) above) for principalSecurities, premium, if any, including Additional Interest and interest, if any, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in Deferred Interest accrued on the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.06. In case the Company and the Guarantor shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, the Guarantor or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company Company, the Guarantor or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company Company, the Guarantor or any other obligor on the Debt Securities of any series, under the Federal Bankruptcy Code or any other similar applicable Federal or State lawLaw, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, the Guarantor or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, the Guarantor or other obligor on upon the Debt Securities of any seriesSecurities, or to the creditors or property of the Company Company, the Guarantor or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, interest owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Trustee under Section 6.06) and of the Holders of Debt Securities of any series Securityholders allowed in such judicial proceedings relative to the Company, the Guarantor or any other obligor on the Debt Securities of any series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company, the Guarantor or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs its charges and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distributionexpenses; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders Securityholders 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 HoldersSecurityholders, to pay to the Trustee costs such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and expenses of collection their respective agents, attorneys and any further counsel, and all other amounts payable due to the Trustee pursuant to the provisions of under Section 7.05 and incurred by it up to the date of such distribution6.06. Nothing herein contained shall be deemed construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, holder thereof or to authorize the Trustee to vote in respect to of the claim of any Holder of Debt Securities Securityholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any seriesSecurities, may be enforced by the Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities of parties to any such series or 17proceedings.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that upon the occurrence of an Event of Default under paragraphs (ac), (e), (f) in case default shall be made in the payment of any installment of interest upon any Debt 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 (bg) in case default shall be made in payment of Section 5.01 of the principal of, or premium, if any, on any Debt Security of any series as and when the same shall become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--then, upon demand of the TrusteeIndenture, the Company will pay to the Trustee, for the benefit of the Holder holders of any such the Debt Security (or Holders of any series of Debt Securities in the case of clause (c) above) Securities, the whole amount that then shall have become due and payable on any such all Debt Security (or securities of any such series in the case of clause (c) above) for principal, 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 is enforceable under applicable law) upon the overdue installments of interest, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in Securities including Deferred Interest accrued on the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series, under the Federal Bankruptcy Code or any other similar applicable Federal or State lawLaw, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any seriesSecurities, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, interest owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Trustee under Section 6.06) and of the Holders of Debt Securities of any series Securityholders allowed in such judicial proceedings relative to the Company, Company or any other obligor on the Debt Securities of any series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs its charges and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distributionexpenses; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders Securityholders 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 HoldersSecurityholders, to pay to the Trustee costs such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and expenses of collection their respective agents, attorneys and any further counsel, and all other amounts payable due to the Trustee pursuant to the provisions of under Section 7.05 and incurred by it up to the date of such distribution6.06. Nothing herein contained shall be deemed construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, holder thereof or to authorize the Trustee to vote in respect to of the claim of any Holder of Debt Securities Securityholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any seriesSecurities, may be enforced by the Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities of parties to any such series or 17proceedings.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Debt Security Securities of any a series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal of, of or premium, if any, on any of the Debt Security Securities of any a series as and when the same shall have become due and payable, whether at maturity of the Debt Securities of that such series or upon redemption prepayment or by declaration, repayment declaration or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--then, upon demand of the Debt Trustee, the Company will pay to the Debt Trustee, for the benefit of the Holder of any such Debt Security (or Holders of any series of Debt Securities in the case of clause (c) above) Holders, the whole amount that then shall have become due and payable on any all such Debt Security (or securities Securities of any such series in the case of clause (c) above) for principalprincipal of, premium, if any, and interestor interest or both, if anyas the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable lawlaw and, if the Debt Securities of such series are held by the Trust or a trustee of such trust, without duplication of any other amounts paid by the Trust or a trustee in respect thereof) upon the overdue installments of interest, if any, interest at the same rate as borne by the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Debt Trustee, its agents, attorneys and counsel, and any further amounts payable other amount due to the Debt Trustee pursuant to the provisions of Section 7.056.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Debt Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on the Debt Securities of such Debt Securities, series and collect in the manner provided by law out of the property of the Company or any other obligor on the Debt Securities of such Debt Securitiesseries, wherever situated situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any seriesseries under Title 11, under the Federal Bankruptcy Code United States Code, or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall x xxxxxxxx xx xxxxxxx xhall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any such series, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Debt Trustee, irrespective of whether the principal of the Debt Securities of any a series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Debt Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, interest owing and unpaid in respect of the Debt Securities of any such series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Debt Trustee (including any claim for amounts due to the Debt Trustee pursuant to 6.06) and of the Holders of Debt Securities of any series allowed in such judicial proceedings relative to the Company, Company or any other obligor on the Debt Securities of any series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the Holders in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs its charges and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distributionexpenses; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Debt Trustee, and, in the event that the Debt Trustee shall consent to the making of such payments directly to the Holders, to pay to the Debt Trustee costs and expenses of collection and any further such amounts payable as shall be sufficient to cover reasonable compensation to the Debt Trustee, each predecessor Debt Trustee and their respective agents, attorneys and counsel, and all other amounts due to the Debt Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution6.06. Nothing herein contained shall be deemed construed to authorize the Debt Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Debt Trustee to vote in respect to of the claim of any Holder of Debt Securities in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any series, may be prosecuted and enforced by the Debt Trustee without the possession of any of the Debt Securities of such series series, or 17the production thereof on any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Debt Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Debt Securities of such series. In any proceedings brought by the Debt Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Debt Trustee shall be a party) the Debt Trustee shall be held to represent all the Holders, and it shall not be necessary to make any Holders parties to any such proceedings.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in upon the payment occurrence of any installment of interest upon any Debt 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 (b) in case default shall be made in payment of the principal of, or premium, if any, on any Debt Security of any series as and when the same shall become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--then, upon demand of the Trusteean Acceleration Event, the Company will pay to the Trustee, for the benefit of the Holder holders of any such the Debt Security (or Holders of any series of Debt Securities in the case of clause (c) above) Securities, the whole amount that then shall have become due and payable on any such all Debt Security (or securities of any such series in the case of clause (c) above) for principal, 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 is enforceable under applicable law) upon the overdue installments of interest, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in Securities including Deferred Interest accrued on the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series, under the Federal Bankruptcy Code or any other similar applicable Federal or State lawLaw, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any seriesSecurities, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, interest owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Trustee under Section 6.06) and of the Holders of Debt Securities of any series Securityholders allowed in such judicial proceedings relative to the Company, Company or any other obligor on the Debt Securities of any series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs its charges and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distributionexpenses; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders Securityholders 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 HoldersSecurityholders, to pay to the Trustee costs such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and expenses of collection their respective agents, attorneys and any further counsel, and all other amounts payable due to the Trustee pursuant to the provisions of under Section 7.05 and incurred by it up to the date of such distribution6.06. Nothing herein contained shall be deemed construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, holder thereof or to authorize the Trustee to vote in respect to of the claim of any Holder of Debt Securities Securityholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any seriesSecurities, may be enforced by the Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities of parties to any such series or 17proceedings.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Debt Security Securities of any series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal of, of or premium, if any, on any of the Debt Security Securities of any series as and when the same shall have become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment declaration of acceleration or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of any such Debt Security (or Holders of any series of the Debt Securities in the case of clause (c) above) that series the whole amount that then shall have become due and payable on any all such Debt Security (or securities Securities of any such that series in the case of clause (c) above) for principal, principal and premium, if any, and or interest, if anyor both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in borne by the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any seriesseries under Titlx 00, under the Federal Bankruptcy Code Xxxxxx Xxxxxx Xxxe, or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, or other obligor on the Debt Securities of any series, or to the creditors or property of the Company or such other obligor upon such Debt Securities, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Debt Securities of any series allowed in such judicial proceedings relative to the Company, or any other obligor on the Debt Securities of any series, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders 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 costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect to the claim of any Holder of Debt Securities in any such proceeding. All rights of action and of asserting claims under this Indenture, or under the Debt Securities of any series, may be enforced by the Trustee without the possession of any of the Debt Securities of such series or 17of

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Debt Security Securities of any series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal of, of or premium, if any, on any of the Debt Security Securities of any series as and when the same shall have become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment declaration of acceleration or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of any such Debt Security (or Holders of any series of the Debt Securities in the case of clause (c) above) that series the whole amount that then shall have become due and payable on any all such Debt Security (or securities Securities of any such that series in the case of clause (c) above) for principal, principal and premium, if any, and or interest, if anyor both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in borne by the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any seriesseries under Xxxxx 00, under the Federal Bankruptcy Code Xxxxxx Xxxxxx Code, or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any series, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest (or, if the Debt Securities of any that series are Original Issue Discount Securities, Securities such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration specified in accordance with Section 6.01), premium, if any, and interest, if any, the terms of that series) owing and unpaid in respect of the Debt Securities of any such series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Trustee under Section 6.06 and of the Holders of Debt Securities of any series Securityholders allowed in such judicial proceedings relative to the Company, Company or any other obligor on the Debt Securities of any series, its or their creditorsto the creditors or property of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities or its any series in any election of a trustee or their propertya standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs its charges and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distributionexpenses; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders Securityholders 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 HoldersSecurityholders, to pay to the Trustee costs such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and expenses of collection their respective agents, attorneys and any further counsel, and all other amounts payable due to the Trustee pursuant to the provisions of under Section 7.05 and incurred by it up to the date of such distribution6.06. Nothing herein contained shall be deemed construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, holder thereof or to authorize the Trustee to vote in respect to of the claim of any Holder of Debt Securities Securityholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any seriesSecurities, may be enforced by the Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities of parties to any such series or 17proceedings.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest (including any Additional Interest) upon any Debt Security of any series as and when the same shall become due and payablepayable (subject to deferral during any Extension Period), and such default shall have continued for a period of 30 days, or (b) in case default shall be made in of failure to make payment of the principal of, or premium, if any, on any Debt Security of any series as and when the same shall become due and payable, whether at maturity of the such Debt Securities of that series Security or upon redemption or by declaration, repayment or otherwise, and such default 16 shall have continued for a period of ten days otherwise or (c) in case of default in the making failure to make or satisfaction of satisfy any sinking fund installment payment or analogous obligation when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holder of any such Debt Security (or Holders holders of any series of Debt Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Debt Security (or securities Debt Securities of any such series in the case of clause (c) above) for principal, premium, if any, and interestinterest (including any Additional Interest), if any, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the same rate as the rate of interest or Yield Overdue Rate applicable to Maturity (in the case of Original Issue Discount Securities) specified in the any such Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)) to the extent that payment of such interest is permitted under applicable law; and, in addition thereto, such further amount as shall be sufficient to cover costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.057.06. Nothing in this paragraph shall permit any acceleration of amounts scheduled to become due and payable other than as provided in Section 6.01. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series, series under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on the any Debt Securities of any seriesSecurities, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the any Debt Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the any Debt Securities of any series are Original Issue Discount Debt Securities, such portion of the principal amount as may be due and payable with respect to such series Debt Securities pursuant to a declaration in accordance with Section 6.01), premium, if any, and interestinterest (including any Additional Interest), if any, owing and unpaid in respect of the any Debt Securities of any series and, in the case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Debt Securities of any series allowed in such judicial proceedings relative to the Company, Company or any other obligor on the any Debt Securities of any seriesSecurities, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 7.06 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 7.06 and incurred by it up to the date of such distribution. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder holder thereof, or to authorize the Trustee to vote in respect to of the claim of any Holder of Debt Securities in any such proceeding. All rights of action and of asserting claims under this Indenture, or under the any Debt Securities of any seriesor Coupons appertaining to such Debt Securities, may be enforced by the Trustee without the possession of such Debt Securities or Coupons or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities or Coupons appertaining to such Debt Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Trustee shall be a party), the Trustee shall be held to represent all the holders of the Debt Securities or Coupons appertaining to such Debt Securities to which such proceedings relate, and it shall not be necessary to make any holders of such series Debt Securities or 17Coupons appertaining to such Debt Securities parties to any such proceedings.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Debt Security Securities of any series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal of, of or premium, if any, on any of the Debt Security Securities of any series as and when the same shall have become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment declaration of acceleration or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of any such Debt Security (or Holders of any series of the Debt Securities in the case of clause (c) above) that series the whole amount that then shall have become due and payable on any all such Debt Security (or securities Securities of any such that series in the case of clause (c) above) for principal, principal and premium, if any, and or interest, if anyor both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in borne by the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any seriesseries under Tixxx 00, under the Federal Bankruptcy Code Xxxxxx Xxxxxx Xode, or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any series, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest (or, if the Debt Securities of any that series are Original Issue Discount Securities, Securities such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration specified in accordance with Section 6.01), premium, if any, and interest, if any, the terms of that series) owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Debt Securities of any series allowed in such judicial proceedings relative to the Company, or any other obligor on the Debt Securities of any series, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders 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 costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect to the claim of any Holder of Debt Securities in any such proceeding. All rights of action and of asserting claims under this Indenture, or under the Debt Securities of any series, may be enforced by the Trustee without the possession of any of the Debt Securities of such series or 17of

Payment of Debt Securities on Default; Suit Therefor. The Company Corporation covenants that that: (ai) in case default shall be made in the payment of any installment of interest upon interest, if any, on any of the Debt Security Securities of any series or any Additional Amounts payable in respect of any of the Debt Securities of any series, as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, ; or (bii) in case default shall be made in the payment of the principal of, of (or premium, if any, on on) any Debt Security of any series as and when the same shall become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, as and such default when the same shall have continued for a period become due and payable, whether upon maturity of ten days--thensuch series or upon redemption or upon declaration or otherwise, then upon demand of the Trustee, the Company will Corporation shall pay to the Trustee, for the benefit of the Holder of any such Debt Security (or Holders of any series of the Debt Securities in the case of clause (c) above) such series, the whole amount that then shall have become due and payable on any all such Debt Security (or securities Securities of any such series in the case of clause for principal (c) above) for principal, and premium, if any, and ) or interest, if any, or Additional Amounts, if any as the case may be, with interest upon the overdue principal (and premium, if any, ) and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, and Additional Amounts, if any, at the same rate as the rate of interest or Yield to Maturity (specified in the case Debt Securities of such series (or, with respect to Original Issue Discount Securities) , at the rate specified in the Debt Security terms of that series (or such Debt Securities of any such series in the case of clause (c) abovefor interest on overdue principal thereof upon maturity, redemption or acceleration); and, in addition thereto, such further amount amounts as shall be sufficient to cover costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.057.06. In case the Company Corporation shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company, Corporation or any other obligor upon such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company Corporation or any other obligor on upon such Debt Securities, Securities wherever situated the moneys monies adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company Corporation or any other obligor on the upon Debt Securities of any series, series under Title 11 of the Federal Bankruptcy United States Code or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Corporation or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Corporation or such other obligor on the Debt Securities of any seriesobligor, or to the creditors or property of the Company Corporation or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02Section, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are with respect to Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration specified in accordance with Section 6.01the terms of that series), and premium, if any, interest, if any, and interestAdditional Amounts, if any, owing and unpaid in respect of the Debt Securities of any series andsuch series, in case of any judicial proceedings, and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee under Section 7.06 and of the Holders of the Debt Securities of any such series allowed in any such judicial proceedings relative to the Company, Corporation or any other obligor on upon the Debt Securities of any such series, its or their creditors, to the creditors or its property of the Corporation or their propertysuch other obligor, and to collect and receive any moneys monies or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further all amounts payable received with respect to the Trustee pursuant to claims of the provisions of Section 7.05 and incurred by it up to the date Securityholders of such distributionseries and of the Trustee on their behalf; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders of the Debt Securities of such series to make such payments to the Trustee, Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the HoldersSecurityholders of such series, to pay to the Trustee costs and expenses of collection and any further amounts payable such amount as shall be sufficient to cover compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Trustee pursuant to the provisions except as a result of Section 7.05 and incurred by it up to the date of such distributionits negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect to of the claim of any Holder of Debt Securities in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any seriesSecurities, may be enforced by the Trustee without the possession of any of the Debt Securities Securities, or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Debt Securities. In case of a default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such series rights, either at law or 17in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in upon the payment occurrence of any installment an Event of interest upon any Debt 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 Default pursuant to clause (b) in case default shall be made in payment of the principal of, or premium, if any, on any Debt Security of any series as Section 5.01 and when the same shall become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of any such the Debt Security (or Holders of any series of Debt Securities in the case of clause (c) above) Securities, the whole amount that then shall have become due and payable on any such all Debt Security (or securities of any such series in the case of clause (c) above) for principalSecurities, 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 is enforceable under applicable law) upon the overdue installments of interest, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in including Deferred Interest accrued on the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series, under the Federal Bankruptcy Code or any other similar applicable Federal or State lawLaw, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any seriesSecurities, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, interest owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Trustee under Section 6.06) and of the Holders of Debt Securities of any series Security holders allowed in such judicial proceedings relative to the Company, Company or any other obligor on the Debt Securities of any series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs its charges and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distributionexpenses; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders Security holders 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 HoldersSecurity holders, to pay to the Trustee costs such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and expenses of collection their respective agents, attorneys and any further counsel, and all other amounts payable due to the Trustee pursuant to the provisions of under Section 7.05 and incurred by it up to the date of such distribution6.06. Nothing herein contained shall be deemed construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities Security holder any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, holder thereof or to authorize the Trustee to vote in respect to of the claim of any Holder of Debt Securities Security holder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any seriesSecurities, may be enforced by the Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities of parties to any such series or 17proceedings.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Debt Security of any series Securities as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal of, of or premium, if any, on any of the Debt Security of any series Securities as and when the same shall have become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment declaration of acceleration or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of any such Debt Security (or Holders of any series of the Debt Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such all Debt Security (or securities of any such series in the case of clause (c) above) Securities for principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and or interest, or both, as the case may be, with Additional Interest accrued on the Debt Securities (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interestlaw and, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Debt Security Securities are held by the Trust or a trustee of that series (or Debt Securities such Trust, without duplication of any such series other amounts paid by the Trust or a trustee in the case of clause (c) aboverespect thereof); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.6. In case the Company shall fail forthwith to pay such amounts upon such . demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series, under the Federal Bankruptcy Code or any other similar applicable Federal or State lawLaw, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any seriesSecurities, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.2, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Debt Securities of any series allowed in such judicial proceedings relative to the Company, or any other obligor on the Debt Securities of any series, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders 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 costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect to the claim of any Holder of Debt Securities in any such proceeding. All rights of action and of asserting claims under this Indenture, or under the Debt Securities of any series, may be enforced by the Trustee without the possession of any of the Debt Securities of such series or 17,

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that upon the occurrence of an Event of Default pursuant to clause (a) in case default shall be made in the payment of any installment of interest upon any Debt 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 (b) in case default shall be made in payment of the principal of, or premium, if any, on any Debt Security of any series as Section 5.01 and when the same shall become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--then, upon demand of the Indenture Trustee, the Company will pay to the Indenture Trustee, for the benefit of the Holder holders of any such the Debt Security (or Holders of any series of Debt Securities in the case of clause (c) above) Securities, the whole amount that then shall have become due and payable on any such all Debt Security (or securities of any such series in the case of clause (c) above) for principalSecurities, 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 is enforceable under applicable law) upon the overdue installments of interest, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in including Deferred Interest accrued on the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Indenture Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Indenture Trustee pursuant to the provisions of under Section 7.056.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series, under the Federal Bankruptcy Code or any other similar applicable Federal or State lawLaw, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any seriesSecurities, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Indenture Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration acceleration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, interest owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Indenture Trustee under Section 6.06) and of the Holders of Debt Securities of any series Securityholders allowed in such judicial proceedings relative to the Company, Company or any other obligor on the Debt Securities of any series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs its charges and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distributionexpenses; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders Securityholders to make such payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersSecurityholders, to pay to the Indenture Trustee costs and expenses of collection and any further such amounts payable as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee pursuant and their respective agents, attorneys and counsel, and all other amounts due to the provisions of Indenture Trustee under Section 7.05 and incurred by it up to the date of such distribution6.06. Nothing herein contained shall be deemed construed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, holder thereof or to authorize the Indenture Trustee to vote in respect to of the claim of any Holder of Debt Securities Securityholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any seriesSecurities, may be enforced by the Indenture Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities of parties to any such series or 17proceedings.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Debt Security Securities of any series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal of, of or premium, if any, on any of the Debt Security Securities of any series as and when the same shall have become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment declaration of acceleration or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of any such Debt Security (or Holders of any series of the Debt Securities in the case of clause (c) above) that series the whole amount that then shall have become due and payable on any all such Debt Security (or securities Securities of any such that series in the case of clause (c) above) for principal, principal and premium, if any, and or interest, if anyor both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in borne by the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any seriesseries under Titlx 00, under the Federal Bankruptcy Code Xxxxxx Xxxxxx Xxxe, or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any series, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest (or, if the Debt Securities of any that series are Original Issue Discount Securities, Securities such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration specified in accordance with Section 6.01), premium, if any, and interest, if any, the terms of that series) owing and unpaid in respect of the Debt Securities of any such series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Trustee under Section 6.06 and of the Holders of Debt Securities of any series Securityholders allowed in such judicial proceedings relative to the Company, Company or any other obligor on the Debt Securities of any series, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders 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 costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect to the claim of any Holder of Debt Securities in any such proceeding. All rights of action and of asserting claims under this Indenture, or under the Debt Securities of any series, may be enforced by the Trustee without the possession of any of the Debt Securities of such series or 17of

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that upon the occurrence of an Event of Default under paragraphs (ac), (e), (f) in case default shall be made in the payment of any installment of interest upon any Debt 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 (bg) in case default shall be made in payment of Section 5.01 of the principal of, or premium, if any, on any Debt Security of any series as and when the same shall become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--then, upon demand of the TrusteeIndenture, the Company will pay to the Trustee, for the benefit of the Holder holders of any such the Debt Security (or Holders of any series of Debt Securities in the case of clause (c) above) Securities, the whole amount that then shall have become due and payable on any such all Debt Security (or securities of any such series in the case of clause (c) above) for principal, 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 is enforceable under applicable law) upon the overdue installments of interest, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in Securities including Deferred Interest accrued on the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series, under the Federal Bankruptcy Code or any other similar applicable Federal or State lawLaw, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any seriesSecurities, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, interest owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Trustee under Section 6.06) and of the Holders of Debt Securities of any series Securityholders allowed in such judicial proceedings relative to the Company, Company or any other obligor on the Debt Securities of any series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs its charges and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distributionexpenses; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders Securityholders 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 HoldersSecurityholders, to pay to the Trustee costs such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and expenses of collection their respective agents, attorneys and any further counsel, and all other amounts payable due to the Trustee pursuant to the provisions of under Section 7.05 and incurred by it up to the date of such distribution6.06. Nothing herein contained shall be deemed construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, holder thereof or to authorize the Trustee to vote in respect to of the claim of any Holder of Debt Securities Securityholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any seriesSecurities, may be enforced by the Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities of parties to any such series or 17proceedings.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Debt Security Securities of any series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal of, of or premium, if any, on any of the Debt Security Securities of any series as and when the same shall have become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment declaration or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of any such Debt Security (or Holders of any series of the Debt Securities in the case of clause (c) above) that series the whole amount that then shall have become due and payable on any all such Debt Security (or securities Securities of any such that series in the case of clause (c) above) for principal, principal and premium, if any, and or interest, if anyor both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in borne by the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further amounts payable to expenses or liabilities incurred by the Trustee pursuant to the provisions of Section 7.05hereunder other than through its negligence or bad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any seriesseries under Titlx 00, under the Federal Bankruptcy Code Xxxxxx Xxxxxx Xxxe, or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any series, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Debt Securities of any series allowed in such judicial proceedings relative to the Company, or any other obligor on the Debt Securities of any series, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders 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 costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect to the claim of any Holder of Debt Securities in any such proceeding. All rights of action and of asserting claims under this Indenture, or under the Debt Securities of any series, may be enforced by the Trustee without the possession of any of the Debt Securities of such series or 17whether

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (aupon the occurrence of an Event of Default pursuant to clause 5.01(a) in case default shall be made in the payment of any installment of interest upon any Debt Security of any series as or 5.01(b) and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in payment of the principal of, or premium, if any, on any Debt Security of any series as and when the same shall become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of any such the Debt Security (or Holders of any series of Debt Securities in the case of clause (c) above) Securities, the whole amount that then shall have become due and payable on any such all Debt Security (or securities of any such series in the case of clause (c) above) for principal, 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 is enforceable under applicable law) upon the overdue installments of interest, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in Securities including Deferred Interest accrued on the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further other amounts payable due to the Trustee pursuant to the provisions of under Section 7.056.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series, under the Federal Bankruptcy Code or any other similar applicable Federal or State lawLaw, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any seriesSecurities, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, interest owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Trustee under Section 6.06) and of the Holders of Debt Securities of any series Securityholders allowed in such judicial proceedings relative to the Company, Company or any other obligor on the Debt Securities of any series, its or their creditorsSecurities, or its to the creditors or their propertyproperty of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs its charges and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distributionexpenses; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders Securityholders 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 HoldersSecurityholders, to pay to the Trustee costs such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and expenses of collection their respective agents, attorneys and any further counsel, and all other amounts payable due to the Trustee pursuant to the provisions of under Section 7.05 and incurred by it up to the date of such distribution6.06. Nothing herein contained shall be deemed construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, holder thereof or to authorize the Trustee to vote in respect to of the claim of any Holder of Debt Securities Securityholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any seriesSecurities, may be enforced by the Trustee without the possession of any of the Debt Securities 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 such series or 17an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities.

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any Debt 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 (b) in case default shall be made in payment of the principal of, or premium, if any, on any Debt Security of any series as and when the same shall become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment or otherwise, and such default 16 shall have continued for a period of ten days otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder of any such Debt Security (or Holders of any series of Debt Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Debt Security (or securities of any such series in the case of clause (c) above) for principal, 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 is enforceable under applicable law) upon the overdue installments of interest, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above); and, in addition thereto, such further amount as shall be sufficient to cover costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company, or any other obligor upon such Debt Securities, and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any series, under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, or such other obligor upon such Debt Securities, or in the case of any other similar judicial proceedings relative to the Company, or other obligor on the Debt Securities of any series, or to the creditors or property of the Company or such other obligor upon such Debt Securities, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Debt Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, owing and unpaid in respect of the Debt Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Debt Securities of any series allowed in such judicial proceedings relative to the Company, or any other obligor on the Debt Securities of any series, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders 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 costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distribution. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect to the claim of any Holder of Debt Securities in any such proceeding. All rights of action and of asserting claims under this Indenture, or under the Debt Securities of any series, may be enforced by the Trustee without the possession of any of the Debt Securities of such series or 1718

Payment of Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Debt Security Securities of any series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (b) in case default shall be made in the payment of the principal of, of or premium, if any, on any of the Debt Security Securities of any series as and when the same shall have become due and payable, whether at maturity of the Debt Securities of that series or upon redemption or by declaration, repayment declaration or otherwise, and such default 16 shall have continued for a period of ten days or (c) in case of default in the making or satisfaction of any sinking fund payment when the same becomes due by the terms of the Debt Securities of any series, and such default shall have continued for a period of ten days--otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holder holders of any such Debt Security (or Holders of any series of the Debt Securities in the case of clause (c) above) that series the whole amount that then shall have become due and payable on any all such Debt Security (or securities Securities of any such that series in the case of clause (c) above) for principal, principal and premium, if any, and or interest, if anyor both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in borne by the Debt Security of that series (or Debt Securities of any such series in the case of clause (c) above)that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any further amounts payable to expenses or liabilities incurred by the Trustee pursuant to the provisions of Section 7.05hereunder other than through its negligence or bad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company, Company or any other obligor upon on such Debt Securities, Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities, Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities of any seriesseries under Titlx 00, under the Federal Bankruptcy Code Xxxxxx Xxxxxx Xxxe, or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company, Company or such other obligor upon such Debt Securitiesobligor, or in the case of any other similar judicial proceedings relative to the Company, Company or other obligor on upon the Debt Securities of any series, or to the creditors or property of the Company or such other obligor upon such Debt Securitiesobligor, the Trustee, irrespective of whether the principal of the Debt Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.025.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest (or, if the Debt Securities of any that series are Original Issue Discount Securities, Securities such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration specified in accordance with Section 6.01), premium, if any, and interest, if any, the terms of that series) owing and unpaid in respect of the Debt Securities of any such series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Holders of Debt Securities of any series Securityholders allowed in such judicial proceedings relative to the Company, Company or any other obligor on the Debt Securities of any series, its or their creditorsto the creditors or property of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities or its any series in any election of a trustee or their propertya standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs its charges and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.05 and incurred by it up to the date of such distributionexpenses; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Holders Securityholders 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 HoldersSecurityholders, to pay to the Trustee costs and expenses of collection and any further such amounts payable as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee pursuant to and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the provisions Trustee and each predecessor Trustee except as a result of Section 7.05 and incurred by it up to the date of such distributionnegligence or bad faith. Nothing herein contained shall be deemed construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Debt Securities Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Debt Securities of any series or the rights of any Holder thereof, holder thereof or to authorize the Trustee to vote in respect to of the claim of any Holder of Debt Securities Securityholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any seriesSecurities, may be enforced by the Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities of parties to any such series or 17proceedings.