Common use of Collection of Indebtedness by Trustee; Trustee May Prove Debt Clause in Contracts

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption or by acceleration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then upon demand of the Trustee for such series, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the case of clause (c) above) for the principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and, so far as payment of the same is enforceable under applicable law, on overdue installments of interest, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c)); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (a) The Issuer covenants that (ai) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in series, and such Coupons, for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any further amounts payable to expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence, bad faith or willful misconduct. Until such demand is made by the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to may pay such amounts upon such demand, the Trustee, in its own name principal of and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for interest on 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 Issuer or other obligor upon such Securities (or Securities of any series to the registered holders, whether or not the Securities of such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsoverdue.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (a) The Issuer covenants that (ai) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in series, and such Coupons, for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover all amounts due to the costs Trustee, including reasonable compensation, expenses, disbursements and expenses advances of collection, and any further amounts payable to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6counsel. In case the Issuer shall fail forthwith to pay Until such amounts upon such demand, demand is made by the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or may pay the principal of and interest on the Securities of any series to the registered holders, whether or not the Securities of such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsoverdue.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case If an Event of Default or a default shall be made in the payment of any installment of interest on any of the with respect to Securities of any series when such interest shall have become due occurs 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 all or any part of the principal of or any premium, if any, on any Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption or by acceleration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then upon demand of the Trustee for such series, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the case of clause (c) above) for the principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and, so far as payment of the same is enforceable under applicable law, on overdue installments of interest, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c)); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demandcontinuing, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute pursue any action or available remedy by proceedings at law or in equity for to collect any principal of and interest on the collection Securities of the sums so such series due and unpaid, or to enforce the performance of any provision of the Securities of such series or this Indenture, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon such the Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c))the Securities, wherever situated, the moneys monies adjudged or decreed to be payable. The Trustee In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable U.S. federal or state or non-U.S. bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed, by declaration or otherwise, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings or otherwise, unless prohibited by applicable law and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.regulations:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days 60 days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in the case of clause (c) above) series, for the principal, premium, if any, principal and interest, if any, as the case may be (with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to such other amount due the Trustee under Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, its agents the Issuer may pay the principal of and counsel pursuant interest on the Securities of any series to the provisions registered Holders, whether or not the Securities of Section 7.6such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such the Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c))the Securities, wherever situated, all the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case default shall be made in the payment of any installment of interest on or any Additional Amounts with respect to any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any Securities of any series or any Additional Amounts with respect thereto when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption or by acceleration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such series, the Issuer Company will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the case of clause (c) above) for the principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and, so far as payment of the same is enforceable under applicable law, on overdue installments of interestinterest and Additional Amounts, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c))Security; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer Company, the Guarantor or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer Company, the Guarantor or other obligor upon such Securities (or Securities of any such series in case of clause (c))Securities, wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company Company, the Guarantor or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer Company, the Guarantor or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer Company, the Guarantor or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) ), the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption or by acceleration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then upon demand of the Trustee for such series, the Issuer Company will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the case of clause (c) above) for the principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and, so far as payment of the same is enforceable under applicable law, on overdue installments of interest, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c)); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer Company or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; providedPROVIDED, howeverHOWEVER, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer Company or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in the case of clause (c) above) series, for the principal, premium, if any, principal and interest, if any, as the case may be (with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to such other amount due the Trustee under Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, its agents the Issuer may pay the principal of and counsel pursuant interest on the Securities of any series to the provisions registered Holders, whether or not the Securities of Section 7.6such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such the Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c))the Securities, wherever situated, all the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- series--then upon demand of the Trustee for such series, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) and the Holders of any Coupons appertaining thereto the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the case of clause (c) above) and matured Coupons, if any, appertaining thereto for the principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and, so far as payment of the same is enforceable under applicable law, on overdue installments of interest, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c)); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, collection and any further amounts payable to the Trustee, its agents and counsel Trustee pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, unpaid and may prosecute any such action or proceedings to judgment or final decree, decree and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities (or Securities of any such series in the case of clause (c)) and Coupons and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in the case of clause (c))) and Coupons, wherever situated, the moneys adjudged or decreed to be payable. The Trustee for any series of the Securities shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, Securities of such series and for the Holders of any Coupons appertaining thereto or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities of such series and the Holders of any Coupons appertaining thereto allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company Issuer or any other obligor on the Securities of such series and any Coupons appertaining thereto or its creditors or its property. The Trustee for each series of the Securities is hereby irrevocably appointed (and the successive respective Holders of the SecuritiesSecurities of such series and the Holders of any Coupons appertaining thereto, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the SecuritiesSecurities of such series and the Holders of any Coupons appertaining thereto, with authority to make or file in the respective names of the Holders of the Securities of such series and the Holders of any Coupons appertaining thereto or on behalf of all the Holders of Securities of all series and the Holders of any Coupons appertaining thereto for which it is Trustee any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities of such series and the Holders of any Coupons appertaining thereto, as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities of such series and the Holders of any Coupons appertaining thereto against the Issuer or any other obligor on the Securities of such series and any Coupons appertaining thereto and/or its property allowed in any such proceedings, and to receive payment of or on account of such claimsclaims in moneys or such other properties payable therefor and to distribute the same; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of SecuritiesSecurities of any series or any Holder of any Coupons appertaining thereto, any plan of reorganization reorganization, arrangement or readjustment of the Issuer or any other obligor on the Securities of any series and any Coupons appertaining thereto or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, Security of any series or any Holder of any Coupon appertaining thereto even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby thereby expressly denied. All rights of action and of asserting claims under this Indenture Indenture, or under any of the Securities of any series or Coupons appertaining thereto, may be enforced by the Trustee for such series without the possession of any of the Securities of any series or Coupons appertaining thereto, or the production thereof in on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the TrusteeTrustee for such series, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities or Coupons in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- series--then upon demand of the Trustee for such series, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) and the Holders of any Coupons appertaining thereto the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the case of clause (c) above) and matured Coupons, if any, appertaining thereto for the principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and, so far as payment of the same is enforceable under applicable law, on overdue installments of interest, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c)); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, collection and any further amounts payable to the Trustee, its agents and counsel Trustee pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, unpaid and may prosecute any such action or proceedings to judgment or final decree, decree and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities (or Securities of any such series in the case of clause (c)) and Coupons and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in the case of clause (c))) and Coupons, wherever situated, the moneys adjudged or decreed to be payable. The Trustee for any series of the Securities shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, Securities of such series and for the Holders of any Coupons appertaining thereto or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities of such series and the Holders of any Coupons appertaining thereto allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company Issuer or any other obligor on the Securities of such series and any Coupons appertaining thereto or its creditors or its property. The Trustee for each series of the Securities is hereby irrevocably appointed (and the successive respective Holders of the SecuritiesSecurities of such series and the Holders of any Coupons appertaining thereto, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the SecuritiesSecurities of such series and the Holders of any Coupons appertaining thereto, with authority to make or file in the respective names of the Holders of the Securities of such series and the Holders of any Coupons appertaining thereto or on behalf of all the Holders of Securities of all series and the Holders of any Coupons appertaining thereto for which it is Trustee any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities of such series and the Holders of any Coupons appertaining thereto, as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities of such series and the Holders of any Coupons appertaining thereto against the Issuer or any other obligor on the Securities of such series and any Coupons appertaining thereto and/or its property allowed in any such proceedings, and to receive payment of or on account of such claimsclaims in moneys or such other properties payable therefor and to distribute the same; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of SecuritiesSecurities of any series or any Holder of any Coupons appertaining thereto, any plan of reorganization reorganization, arrangement or readjustment of the Issuer or any other obligor on the Securities of any series and any Coupons appertaining thereto or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, Security of any series or any Holder of any Coupon appertaining thereto even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby thereby expressly denied. All rights of action and of asserting claims under this Indenture Indenture, or under any of the Securities of any series or Coupons appertaining thereto, may be enforced by the Trustee for such series without the possession of any of the Securities of any series or Coupons appertaining thereto, or the production thereof in on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the TrusteeTrustee for such series, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities or Coupons in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise—then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any further amounts payable to expenses and liabilities incurred by the Trustee and each predecessor. Until such demand is made by the Trustee, its agents the Issuer may pay the principal of and counsel pursuant interest on the Securities of any series to the provisions registered holders, whether or not the principal of Section 7.6and interest on the Securities of such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c))Securities, wherever situated, the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Bankruptcy Law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Subordinated Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Subordinated Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Subordinated Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer Company will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Subordinated Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Subordinated Securities of any such series in the case of clause (c) above) series, and such Coupons, for the principal, premium, if any, principal and interest, if any, as the case may be (with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Subordinated Securities) specified in the Subordinated Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to such other amount due the Trustee under Section 6.6 in respect of Subordinated Securities of such series. Until such demand is made by the Trustee, its agents the Company may pay the principal of and counsel pursuant to interest on the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Subordinated Securities of any series to the registered Holders, whether or not the Subordinated Securities of such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsoverdue.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) The Province covenants that if (i) in case default there shall be made a default in the payment of any installment of interest (including Additional Amounts) on any Series of the Debt Securities of any series when such interest (including Additional Amounts) shall have become due and payable, and such default shall have continued for a period specified in the Terms of 30 days the Debt Securities, or (bii) in case default there shall be made a default in the payment of all or any part of the principal of or any premium, if any, on any Series of Debt Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption maturity or by acceleration or otherwise or (c) in case of otherwise, and such default shall have continued for a period specified in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms Terms of the Securities of any series -- Debt Securities, then upon demand of the Trustee for Holders of not less than 25% of the aggregate Outstanding principal amount of such seriesSeries of Debt Securities (with a copy to the Trustee), the Issuer Province will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such 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 Security (or Debt Securities of any such series in the case of clause (c) above) for the principal, and premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same is enforceable under applicable lawsuch interest shall be legally enforceable, interest on any overdue installments of interest, at the Overdue Rate applicable to any rate or rates prescribed therefor in such Security (or Securities of any such series in the case of clause (c)); Debt Securities, and, in addition thereto, the Province shall pay or cause to be paid such further amount as shall be sufficient to cover the documented costs and expenses of collectioncollection reasonably incurred, including reasonable compensation to the Trustee and each predecessor trustee, their respective agents, attorneys and counsel, and any further amounts payable to the Trustee, its agents documented expenses and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaidliabilities reasonably incurred, and may prosecute any such action or proceedings to judgment or final decreeall documented advances reasonably made, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and trustee except as a result of their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsnegligence or willful misconduct.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then otherwise--then, upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security (or same rate as the rate of interest specified in the Securities of any such series in the case of clause (c)series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any further amounts payable to expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, its agents the Issuer may pay the principal of and counsel pursuant interest on the Securities of any series to the provisions registered holders, whether or not the principal of Section 7.6and interest on the Securities of such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such Securities (other obligor, or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of any other comparable judicial proceedings relative to the Issuer or other obligor upon such Securities (or the Securities of any series, or to the creditors or property of the Issuer or such series in case of clause (c)), wherever situatedother obligor, the moneys adjudged Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or decreed by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to be payable. The Trustee the provisions of this Section, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption or by acceleration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then upon demand of the Trustee for such series, the Issuer Company will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the case of clause (c) above) for the principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and, so far as payment of the same is enforceable under applicable law, on overdue installments of interest, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c)); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-in- fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer Company or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer Company or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment instalment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether at maturity, upon Stated Maturity of the Securities of such series or upon any redemption or redemption, by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then then, upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in series, including all Coupons, for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments instalments of interest, interest at the Overdue Rate applicable to any such Security same rate as the rate of interest (or Securities of any such series Yield to Maturity, in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable including reasonable compensation to the Trustee, its agents agents, attorneys and counsel pursuant counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of such series to the provisions Holders, whether or not the Securities of Section 7.6such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or the Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or the Securities of any such series in case of clause (c))series, wherever situated, situated the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities of any series under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or such other obligor, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the 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, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (ai) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable including reasonable compensation to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivershipeach predecessor Trustee, insolvencytheir respective agents, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (attorneys and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereofcounsel, and to execute any other papers expenses and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced liabilities incurred by the Trustee without the possession of any of the 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit except as a result of the holders of the Securities in respect of which such action was takenits negligence or bad faith. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.32

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption or by acceleration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then upon demand of the Trustee for such series, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the case of clause (c) above) for the principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and, so far as payment of the same is enforceable under applicable law, on overdue installments of interest, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c)); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-in- fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a1) in case default shall be made in the payment of any installment of interest on any of the Securities of any series Debentures, as and when such interest the same shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b2) in case default shall be made in the payment of all or any part of the principal of (or any premium, if any, on on) any Securities of any series the Debentures when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series maturity or upon any redemption or by acceleration upon declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then otherwise, then, upon demand of the Trustee for such seriesTrustee, the Issuer Company will pay to the Trustee Trustee, for the benefit of the Holder holders of any such Security (or Holders of any such series of Securities in the case of clause (c) above) Debentures, the whole amount that then shall have become due and payable on any such Security all Debentures for principal (or Securities of any such series in the case of clause (c) above) for the principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any) and interest, andwith interest upon any overdue principal (and premium, so far as if any) and (to the extent that payment of the same such interest is enforceable under applicable law, on ) upon any overdue installments of interest, interest at the Overdue Rate applicable to any such Security (or Securities same rate as the rate of any such series interest specified in the case of clause (c)); Debentures, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable reasonable compensation to the Trustee, its agents and counsel pursuant to counsel, and all other expenses and liabilities incurred, and all advances made, by the provisions Trustee except as a result of Section 7.6its negligence or bad faith. In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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, decree and may enforce any such judgment or final decree against the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)) Debentures and collect in the manner provided by law out of the property of the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)), Debentures wherever situated, situated the moneys monies adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Company or any other obligor upon the Debentures under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other judicial proceedings relative to the Company or other obligor upon the Debentures, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Debentures 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, shall be entitled and empowered, either by intervention in its own name as trustee of an express trustsuch proceedings or otherwise, (a) to file and prove a claim or as attorney-in-fact claims for the Holders whole amount of any principal, premium, if any, and interest owing and unpaid in respect of the Securities, or in both such capacities, Debentures and to file such proof of debt, amendment of proof of debt, claim, petition other papers or other document documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee, its agents and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith) and of the Holders of Securities Debentureholders allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, proceedings relative to the Company or any other obligor on upon the Securities Debentures, or its to the creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders property of the SecuritiesCompany or such other obligor, (b) unless prohibited by taking applicable law and holding the sameregulations, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and vote on behalf of such Holders the holders of the Securities as may be necessary Debentures in any election of a trustee or advisable a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the opinion claims of the Debentureholders and of the Trustee in order to have the respective claims on their behalf and any receiver, assignee, liquidator, custodian, trustee or other similar official is hereby authorized by each of the Holders Debentureholders to make payments to the Trustee and, in the event that the Trustee shall consent to the making of payments directly to the Securities against Debentureholders, to pay the Issuer or any other obligor on Trustee such amount as shall be sufficient to cover reasonable compensation to the Securities and/or Trustee, its property allowed in any such proceedingsagents and counsel, and to receive payment all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or on account of such claims; provided, however, that nothing bad faith. Nothing herein contained shall be deemed to authorize or empower the Trustee to authorize or consent to or vote for or accept or adopt, adopt on behalf of any Holder of Securities, Debentureholder any plan of reorganization reorganization, arrangement, adjustment or readjustment composition affecting the Debentures or the rights of any holder thereof, or to authorize the Trustee to vote in respect of the Issuer or any other obligor on the Securities or, by other action claim of any character Debentureholder in any such proceedingproceeding except, as aforesaid, to waive vote for the election of a trustee in bankruptcy or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly deniedsimilar person. All rights of action and of asserting to assert claims under this Indenture Indenture, or under any of the Securities Debentures may be enforced by the Trustee without the possession of any of the Securities Debentures or the production thereof in on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, judgment shall be for the ratable benefit of the holders of the Securities Debentures in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders holders of the Securities Debentures in respect of to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities Debentures parties to any such proceedings. In the case of a default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture, or in aid of the exercise of any power granted in this Indenture, or otherwise, and the Trustee may enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that in case (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) otherwise, then in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then either such case, upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder holders of any such Security (or Holders the Securities of any such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, at interest as the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of the series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable including reasonable compensation to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the each predecessor Trustee, each predecessor Trustee and their respective agents and attorneyscounsel, shall be for and any reasonable expenses and liabilities incurred by, and all advances made by, and all amounts due, the ratable benefit Trustee and each predecessor Trustee under Section 6.06 herein except as a result of its negligence or bad faith. Until such demand is made by the holders Trustee, the Issuer may pay the principal of and interest on the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision series to the registered holders, whether or not the principal of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of and interest on the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsseries are overdue.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer Company will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in the case of clause (c) above) series, and such Coupons, for the principal, premium, if any, principal and interest, if any, as the case may be (with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to such other amount due the Trustee under Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, its agents the Company may pay the principal of and counsel pursuant to interest on the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any series to the registered Holders, whether or not the Securities of such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsoverdue.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) The Republic covenants that if (i) in case default there shall be made a default in the payment of any installment of interest (including Additional Amounts) on any Series of the Debt Securities of any series when such interest (including Additional Amounts) shall have become due and payable, and such default shall have continued for a period period, if any, specified under the caption “Events of 30 days Default” in the Terms of the Debt Securities, or (bii) in case default there shall be made a default in the payment of all or any part of the principal of or any premium, if any, on any Series of Debt Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption maturity or by acceleration or otherwise or (c) in case otherwise, and such default shall have continued for a period, if any, specified under the capition “Events of default Default” in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms Terms of the Securities of any series -- Debt Securities, then upon demand of the Trustee for Holders of not less than 25% of the aggregate Outstanding principal amount of such seriesSeries of Debt Securities (with a copy to the Trustee), the Issuer Republic will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) Debt Securities, the whole amount that then shall have become due and payable on any such Security (or Debt Securities of any such series in the case of clause (c) above) for the principal, and premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue interest, if any, with interest upon at the overdue principal and premiumrate or rates prescribed therefor in such Debt Securities, if any, and, so far as payment of the same is enforceable under applicable law, on overdue installments of interest, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c)); and, in addition thereto, the Republic shall pay or cause to be paid such further amount as shall be sufficient to cover the documented costs and expenses of collectioncollection reasonably incurred, including reasonable compensation to the Trustee and each predecessor trustee, their respective agents, attorneys and counsel, and any further amounts payable to the Trustee, its agents documented expenses and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaidliabilities reasonably incurred, and may prosecute any such action or proceedings to judgment or final decreeall documented advances reasonably made, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and trustee except as a result of their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsnegligence or willful misconduct.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal or Change of Control purchase price of, or any premium, if any, on on, any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series maturity or upon any redemption or by declaration or acceleration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will shall pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of the Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any all such Security (or Securities of any such series in principal. Change of Control purchase price, premium or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premiumprincipal, if any, Change of Control purchase price or premium and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security (or Securities rate of any such series interest specified in the case of clause (c)Securities); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.and

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series Notes when such interest shall have become due and payable, and such default shall have continued for a period of 30 days 60 days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any Securities of any series the Notes when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series Notes or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer Company will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) Notes the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the case of clause (c) above) all Notes for the principal, premium, if any, principal and interest, if any, as the case may be (with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security (or Securities same rate as the rate of any such series interest specified in the case of clause (c)Notes); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to such other amount due the Trustee under Section 7.07 in respect of Notes. Until such demand is made by the Trustee, its agents the Company may pay the principal of and counsel pursuant interest on the Notes to the provisions of Section 7.6registered Holders, whether or not the Notes be overdue. In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)) the Notes and collect in the manner provided by law out of the property of the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c))the Notes, wherever situated, all the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series Series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series Series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series Series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for the Securities of such seriesSeries, the Issuer Company will pay to the Trustee for the Securities of such Series for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) Series the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in Series for principal of or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security (or same rate as the rate of interest specified in the Securities of any such series in the case of clause (c)Series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to, and any further amounts payable to all expenses and liabilities incurred and all advances made by, the Trustee and each predecessor Trustee and their respective agents, attorneys and counsel. Until such demand is made by the Trustee, its agents the Company may pay the principal of and counsel pursuant interest on the Securities of any Series to the provisions persons entitled thereto, whether or not the principal of Section 7.6and interest on the Securities of such Series are overdue. In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the TrusteeTrustee for the Securities of such series, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c))Securities, wherever situated, the moneys adjudged or decreed to be payable. The Trustee In case there shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, pending proceedings relative to the Company or any other obligor on upon the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders under Title 11 of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company or other obligor on under the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of SecuritiesSeries, any plan of reorganization or readjustment to the creditors or property of the Issuer Company or any such other obligor on obligor, the Securities orTrustee, by other action irrespective of whether the principal of any character in any such proceeding, to waive Securities shall then be due and payable as therein expressed (or change in any way any right by declaration or otherwise and irrespective of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by whether the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.have

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment instalment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series maturity or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of the Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any all such Security (or Securities of any such series in the case of clause (c) above) for the principal, premium, if any, and or interest, if any, as the case may be (with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security (or Securities same rate as the rate of any such series interest specified in the case Securities, giving effect to accrual of clause (c)Original Issue Discount); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any further amounts payable to expense and liabili ties incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, its agents the Issuer may pay the principal of and counsel pursuant premium, if any, and interest on the Securities to the provisions of Section 7.6registered Holders, whether or not the Securities be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) the Securi ties and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c))the Securities, wherever situated, the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency, reorganization or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (aA) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days forty-five (45) days, or (bB) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer Company will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in the case of clause (c) above) series, for the principal, premium, if any, principal and interest, if any, as the case may be (with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to such other amount due the Trustee under Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, its agents the Company may pay the principal of and counsel pursuant interest on the Securities of any series to the provisions registered Holders, whether or not the Securities of Section 7.6such series be overdue. In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer Company or other obligor upon such the Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c))the Securities, wherever situated, all the moneys adjudged or decreed to be payable. The Trustee In case there shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, pending proceedings relative to the Company or any other obligor on upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its creditors property or its property. The Trustee is hereby irrevocably appointed (and such other obligor, or in case of any other comparable judicial proceedings relative to the successive respective Holders of Company or other obligor upon the Securities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by taking declaration or otherwise and holding irrespective of whether the sameTrustee shall have made any demand pursuant to the provisions of this Section 5.2, shall be conclusively deemed to have so appointed the Trustee) the true entitled and lawful attorney-in-fact of the respective Holders of the Securitiesempowered, with authority to make or file by intervention in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series Series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series Series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series Series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for the Securities of such seriesSeries, the Issuer Company will pay to the Trustee for the Securities of such Series for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) Series the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in Series for principal of or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security (or same rate as the rate of interest specified in the Securities of any such series in the case of clause (c)Series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaidincluding reasonable compensation to, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default The Province covenants that if there shall be made a default in the payment of any installment of interest Scheduled Payment Amount on any of the Debt Securities of any series when such interest Scheduled Payment Amount shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made specified in the payment of all or any part of the principal of or any premium, if any, on any Securities of any series when the same shall have become due and payableTerms, whether upon Stated Maturity of the Securities of such series or upon any maturity, redemption or by acceleration or otherwise or (c) in case of otherwise, and such default shall have continued for a period specified in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then Terms, then, upon demand of the Trustee for such seriesTrustee, the Issuer will Province shall pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of the Debt Securities in the case of clause (c) above) the whole amount that then shall (i) be sufficient to cover the documented costs and expenses of collection reasonably incurred, including reasonable compensation to the Trustee and each predecessor trustee, their respective agents, attorneys and counsel, and any documented expenses and liabilities reasonably incurred, and all documented advances reasonably made, by the Trustee and each predecessor trustee except as a result of their gross negligence or willful misconduct; and (ii) have become due and payable on any all Outstanding Debt Securities for such Security (or Securities of any such series in Scheduled Payment Amounts, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any rate of overdue interest specified in such Security (or Securities of any such series in the case of clause (cDebt Securities)); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days __ days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in the case of clause (c) above) series, for the principal, premium, if any, principal and interest, if any, as the case may be (with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to such other amount due the Trustee under Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, its agents the Issuer may pay the principal of and counsel pursuant interest on the Securities of any series to the provisions registered Holders, whether or not the Securities of Section 7.6such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such the Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c))the Securities, wherever situated, all the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (1) The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in series, and such Coupons, for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any further amounts payable to expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as caused by its own negligence or willful misconduct. Until such demand is made by the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to may pay such amounts upon such demand, the Trustee, in its own name principal of and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for interest on 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 Issuer or other obligor upon such Securities (or Securities of any series to the registered holders, whether or not the Securities of such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsoverdue.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a1) in the case default shall be made in the payment of any installment of interest on any of the Securities of any series Series, as and when such interest the same shall have become due and payable, and such default shall have continued for a period of 30 days 90 days, or (b2) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series Series when the same shall have become due and payable, whether upon Stated Maturity maturity or upon redemption or upon declaration or otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of the Securities of such series or upon any redemption or by acceleration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then upon demand of the Trustee for such seriesSeries, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in the case of clause Series for principal (c) above) for the principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any) and interest, andwith interest upon any overdue principal (and premium, so far as if any) and (to the extent that payment of the same such interest is enforceable under applicable law, on ) upon any overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)); Original Issue Discount Securities) specified in the Securities of such Series, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable reasonable compensation to the Trustee, its agents and counsel pursuant to counsel, and all other amounts due the provisions of Trustee under Section 7.67.07. In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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, decree and may enforce any such judgment or final decree against the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, situated the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Company or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other judicial proceedings relative to the Company or other obligor upon the Securities of any Series, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, either by intervention in its own name as trustee of an express trustsuch proceedings or otherwise, (a) to file and prove a claim or as attorney-in-fact claims for the Holders whole amount of principal (or, if the Securities of any Series are Original Issue Discount Securities, such portion of the Securitiesprincipal amount as may be specified in the terms of such Series), or premium, if any, and interest paid and unpaid in both such capacities, respect of the Securities of any Series and to file such proof of debt, amendment of proof of debt, claim, petition other papers or other document documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee, its agents and counsel, and for reimbursement of all amounts due the Trustee under Section 7.07) and of the Holders of Securities Securityholders allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, proceedings relative to the Company or any other obligor on upon the Securities of any Series, or its to the creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders property of the SecuritiesCompany or such other obligor, (b) unless prohibited by taking applicable law and holding the sameregulations, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names vote on behalf of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.of

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal or Change of Control purchase price of, or any premium, if any, on on, any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series maturity or upon any redemption or by declaration or acceleration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will shall pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of the Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any all such Security (or Securities of any such series in principal. Change of Control purchase price, premium or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premiumprincipal, if any, Change of Control purchase price or premium and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security (or Securities rate of any such series interest specified in the case of clause (c)Securities); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable including reasonable compensation to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivershipeach predecessor Trustee, insolvencytheir respective agents, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (attorneys and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative theretocounsel, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.reasonable expenses and

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether at Maturity, upon Stated Maturity of the Securities of such series or upon any redemption or redemption, by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then then, upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security same rate as the rate of interest (or Securities of any such series Yield to Maturity, in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable including reasonable compensation to the Trustee, its agents agents, attorneys and counsel pursuant counsel, and any expenses and liabilities incurred by such parties, and all advances made by the Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of such series to the provisions Holders, whether or not the Securities of Section 7.6such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or the Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or the Securities of any such series in case of clause (c))series, wherever situated, situated the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities of any series under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or such other obligor, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the 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, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise-then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any further amounts payable to expenses and liabilities incurred by the Trustee and each predecessor. Until such demand is made by the Trustee, its agents the Issuer may pay the principal of and counsel pursuant interest on the Securities of any series to the provisions registered Holders, whether or not the principal of Section 7.6and interest on the Securities of such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c))Securities, wherever situated, the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Bankruptcy Law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) The Republic covenants that if (i) in case default there shall be made a default in the payment of any installment of interest (including Additional Amounts) on any Series of the Debt Securities of any series when such interest (including Additional Amounts) shall have become due and payable, and such default shall have continued for a period specified in the Terms of 30 days the Debt Securities, or (bii) in case default there shall be made a default in the payment of all or any part of the principal of or any premium, if any, on any Series of Debt Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption maturity or by acceleration or otherwise or (c) in case of otherwise, and such default shall have continued for a period specified in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms Terms of the Securities of any series -- Debt Securities, then upon demand of the Trustee for Holders of not less than 25% of the aggregate Outstanding principal amount of such seriesSeries of Debt Securities (with a copy to the Trustee), the Issuer Republic will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such 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 Security (or Debt Securities of any such series in the case of clause (c) above) for the principal, and premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same is enforceable under applicable lawsuch interest shall be legally enforceable, interest on any overdue installments of interest, at the Overdue Rate applicable to any rate or rates prescribed therefor in such Security (or Securities of any such series in the case of clause (c)); Debt Securities, and, in addition thereto, the Republic shall pay or cause to be paid such further amount as shall be sufficient to cover the documented costs and expenses of collectioncollection reasonably incurred, including reasonable compensation to the Trustee and each predecessor trustee, their respective agents, attorneys and counsel, and any further amounts payable to the Trustee, its agents documented expenses and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaidliabilities reasonably incurred, and may prosecute any such action or proceedings to judgment or final decreeall documented advances reasonably made, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and trustee except as a result of their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsnegligence or willful misconduct.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) Jamaica covenants that if (i) in case default there shall be made a default in the payment of any installment of interest (including Additional Amounts) on any Series of the Debt Securities of any series when such interest (including Additional Amounts) shall have become due and payable, and such default shall have continued for a period specified in the Terms of 30 days the Debt Securities, or (bii) in case default there shall be made a default in the payment of all or any part of the principal of or any premium, if any, on any Series of Debt Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption maturity or by acceleration or otherwise or (c) in case of otherwise, and such default shall have continued for a period specified in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms Terms of the Securities of any series -- Debt Securities, then upon demand of the Trustee for Holders of not less than 25% of the aggregate Outstanding principal amount of such seriesSeries of Debt Securities (with a copy to the Trustee), the Issuer Jamaica will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) Debt Securities, the whole amount that then shall have become due and payable on any such Security (or Debt Securities of any such series in the case of clause (c) above) for the principal, and premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same is enforceable under applicable lawsuch interest shall be legally enforceable, interest on any overdue installments of interest, at the Overdue Rate applicable to any rate or rates prescribed therefor in such Security (or Securities of any such series in the case of clause (c)); Debt Securities, and, in addition thereto, Jamaica shall pay or cause to be paid such further amount as shall be sufficient to cover the documented costs and expenses of collectioncollection reasonably incurred, including reasonable compensation to the Trustee and each predecessor trustee, their respective agents, attorneys and counsel, and any further amounts payable to the Trustee, its agents documented expenses and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaidliabilities reasonably incurred, and may prosecute any such action or proceedings to judgment or final decreeall documented advances reasonably made, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and trustee except as a result of their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsnegligence or willful misconduct.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then otherwise—then, upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security (or same rate as the rate of interest specified in the Securities of any such series in the case of clause (c)series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any further amounts payable to expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, its agents the Issuer may pay the principal of and counsel pursuant interest on the Securities of any series to the provisions registered holders, whether or not the principal of Section 7.6and interest on the Securities of such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c))Securities, wherever situated, the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (1) The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest (including any Additional Interest) on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in series, and such Coupons, for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, to the extent that payment of such interest shall be legally enforceable and, if the Securities are held by a Scottish Holdings Trust, without duplication of any other amounts paid to such Scottish Holdings Trust in respect thereof) on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any further amounts payable to expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to may pay such amounts upon such demand, the Trustee, in its own name principal of and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for interest on 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in to the manner provided by law out of registered holders, whether or not the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to Series be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsoverdue.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) The Republic covenants that if (i) in case default there shall be made a default in the payment of any installment of interest (including Additional Amounts) on any series of the Securities of any series Bonds when such interest (including Additional Amounts) shall have become due and payable, and such default shall have continued for a period specified in the terms and conditions of 30 days the Bonds, or (bii) in case default there shall be made a default in the payment of all or any part of the principal of or any premium, if any, on any Securities of any series of the Bonds when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption principal amortization date, maturity or by acceleration or otherwise or (c) in case of otherwise, and such default shall have continued for a period specified in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms and conditions of the Securities of any series -- Bonds, then upon demand of the Trustee for or the Holders of not less than 25% of the aggregate principal amount of such seriesseries of Bonds, the Issuer will Republic shall pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) Bonds the whole amount that then shall have become due and payable on any such Security (or Securities all Outstanding Bonds of any such series in for principal or interest (including Additional Amounts), as the case of clause may be (c) above) for the principal, premium, if any, and with interest, if anyapplicable, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any rate of overdue interest specified in such Security (or Securities of any such series in the case of clause (c)Bonds); and, and in addition thereto, the Republic shall pay or cause to be paid such further amount as shall be sufficient to cover the documented costs and expenses of collectioncollection reasonably incurred, including reasonable compensation to the Trustee and each predecessor trustee, their respective agents, attorneys and counsel, and any further amounts payable to the Trustee, its agents documented expenses and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaidliabilities reasonably incurred, and may prosecute any such action or proceedings to judgment or final decreeall documented advances reasonably made, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and trustee except as a result of their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsnegligence or willful misconduct.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (aif an Event of Default specified in Section 4.01(a) in case default shall be made in the payment of any installment of interest on any of the or Section 4.01(b) occurs and is continuing with respect to Securities of any series when such interest shall have become due and payableseries, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption or by acceleration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any further amounts payable to expenses and liabilities incurred by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, its agents the Issuer may pay the principal of and counsel pursuant interest on the Securities of any series to the provisions registered Holders, whether or not the principal of Section 7.6and interest on the Securities of such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c))Securities, wherever situated, the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities of any series under Bankruptcy Law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series Series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series Series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series Series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for the Securities of such seriesSeries, the Issuer Company will pay to the Trustee for the Securities of such Series for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) Series the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in Series for principal of or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security (or same rate as the rate of interest specified in the Securities of any such series in the case of clause (c)Series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to, and any further amounts payable to all expenses and liabilities incurred and all advances made by, the Trustee and each predecessor Trustee and their respective agents, attorneys and counsel. Until such demand is made by the Trustee, its agents the Company may pay the principal of and counsel pursuant interest on the Securities of any Series to the provisions persons entitled thereto, whether or not the principal of Section 7.6and interest on the Securities of such Series are overdue. In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the TrusteeTrustee for the Securities of such series, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c))Securities, wherever situated, the moneys adjudged or decreed to be payable. The Trustee In case there shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, pending proceedings relative to the Company or any other obligor on upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company or other obligor under the Securities of any Series, or to the creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders property of the SecuritiesCompany or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed (or by taking declaration or otherwise, and holding irrespective of whether the sameTrustee shall have made any demand pursuant to the provisions of this Section, shall be conclusively deemed to have so appointed the Trustee) the true entitled and lawful attorney-in-fact of the respective Holders of the Securitiesempowered, with authority to make or file by intervention in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in the case of clause (c) above) series, and such Coupons, for the principal, premium, if any, principal and interest, if any, as the case may be (with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to such other amount due the Trustee under Section 6.6 in respect of Securities of such series. Until such demand is made by the Trustee, its agents the Issuer may pay the principal of and counsel pursuant interest on the Securities of any series to the provisions registered Holders, whether or not the Securities of Section 7.6such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such the Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c))the Securities, wherever situated, all the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (1) The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in series, and such Coupons, for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any further amounts payable to expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except caused by its own negligence or willful misconduct. Until such demand is made by the Trustee, its agents and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to may pay such amounts upon such demand, the Trustee, in its own name principal of and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for interest on 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 Issuer or other obligor upon such Securities (or Securities of any series to the registered holders, whether or not the Securities of such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsoverdue.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities Notes of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any Securities of the Notes of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities Notes of such series or upon any redemption redemption, repurchase or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer Company or any Guarantor will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Notes of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or Securities all Notes of any such series in for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security (or Securities same rate as the rate of any such series interest specified in the case Notes of clause (c)such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any further amounts payable to reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, its agents the Company or any Guarantor may pay the principal of and counsel pursuant interest on the Notes of any series to the provisions Holders, whether or not the principal of Section 7.6and interest on the Notes of such series be overdue. In case the Issuer Company or the Guarantors 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 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 Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)) the Notes and collect in the manner provided by law out of the property of the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c))the Notes, wherever situated, the moneys adjudged or decreed to be payable. The Trustee In case there shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, pending proceedings relative to the Company or any other obligor on upon the Securities Notes under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company or other obligor upon the Notes, or to the creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders property of the SecuritiesCompany or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by taking declaration or otherwise and holding irrespective of whether the sameTrustee shall have made any demand pursuant to the provisions of this Section, shall be conclusively deemed to have so appointed the Trustee) the true entitled and lawful attorney-in-fact of the respective Holders of the Securitiesempowered, with authority to make or file by intervention in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days days, or (b) in case default shall be made in the payment of all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether at Maturity, upon Stated Maturity of the Securities of such series or upon any redemption or redemption, by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then then, upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any such Security same rate as the rate of interest (or Securities of any such series Yield to Maturity, in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable including reasonable compensation to the Trustee, its agents agents, attorneys and counsel pursuant counsel, and any expenses and liabilities incurred by such parties, and all advances made by the Trustee except as a result of its negligence or bad faith. Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of such series to the provisions Holders, whether or not the Securities of Section 7.6such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or the Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or the Securities of any such series in case of clause (c))series, wherever situated, situated the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. (a) The Issuer covenants that (ai) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on Additional Amounts of any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise, then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in series, and such Coupons, for principal, interest or Additional Amounts, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover all amounts due to the costs Trustee, including reasonable compensation, expenses, disbursements and expenses advances of collection, and any further amounts payable to the Trustee, its agents and counsel pursuant to the provisions of Section 7.6counsel. In case the Issuer shall fail forthwith to pay Until such amounts upon such demand, demand is made by the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or may pay the principal of and interest on the Securities of any series to the registered holders, whether or not the Securities of such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsoverdue.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) The Republic covenants that if (i) in case default there shall be made a default in the payment of any installment of interest (including Additional Amounts) on any Series of the Debt Securities of any series when such interest (including Additional Amounts) shall have become due and payable, and such default shall have continued for a period specified in the terms and conditions of 30 days the Debt Securities, or (bii) in case default there shall be made a default in the payment of all or any part of the principal of or any premium, if any, on any Series of the Debt Securities of any series when the same shall have become due and payable, whether upon Stated Maturity of the Securities of such series or upon any redemption maturity or by acceleration or otherwise or (c) in case of otherwise, and such default shall have continued for a period specified in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms and conditions of the Securities of any series -- Debt Securities, then upon demand of the Trustee for such seriesTrustee, the Issuer Republic will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series 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 Security (or all Outstanding Debt Securities of any such series in Series for principal or interest (including Additional Amounts), as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable to any rate of overdue interest specified in such Security (or Securities of any such series in the case of clause (c)Debt Securities); and, and in addition thereto, the Republic shall pay or cause to be paid such further amount as shall be sufficient to cover the documented costs and expenses of collectioncollection reasonably incurred, including reasonable compensation to the Trustee and each predecessor trustee, their respective agents, attorneys and counsel, and any further amounts payable to the Trustee, its agents documented expenses and counsel pursuant to the provisions of Section 7.6. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaidliabilities reasonably incurred, and may prosecute any such action or proceedings to judgment or final decreeall documented advances reasonably made, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, the moneys adjudged or decreed to be payable. The Trustee shall be entitled and empowered, either in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and trustee except as a result of their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedingsnegligence or willful misconduct.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer Company covenants that (a1) in case default shall be made in the payment of any installment of interest on any of the Securities of any series Series, as and when such interest the same shall have become due and payable, and such default shall have continued for a period of 30 days 90 days, or (b2) in case default shall be made in the payment of all or any part of the principal of (or any premium, if any, on on) any of the Securities of any series Series when the same shall have become due and payable, whether upon Stated Maturity maturity or upon redemption or upon declaration or otherwise -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of the Securities of such series or upon any redemption or by acceleration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then upon demand of the Trustee for such seriesSeries, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in the case of clause Series for principal (c) above) for the principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any) and interest, andwith interest upon any overdue principal (and premium, so far as if any) and (to the extent that payment of the same such interest is enforceable under applicable law, on ) upon any overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)); Original Issue Discount Securities) specified in the Securities of such Series, and, in addition thereto, such further amount as shall be 73 -66- sufficient to cover the costs and expenses of collection, and any further amounts payable reasonable compensation to the Trustee, its agents and counsel pursuant to counsel, and all other expenses and liabilities incurred, and all advances made, by the provisions Trustee except as a result of Section 7.6its negligence or bad faith. In case the Issuer Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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, decree and may enforce any such judgment or final decree against the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property of the Issuer Company or other obligor upon such Securities (or Securities of any such series in case of clause (c)), wherever situated, situated the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Company or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other judicial proceedings relative to the Company or other obligor upon the Securities of any Series, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and 74 -67- 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, either by intervention in its own name as trustee of an express trustsuch proceedings or otherwise, (a) to file and prove a claim or as attorney-in-fact claims for the Holders whole amount of principal (or, if the Securities of any Series are Original Issue Discount Securities, such portion of the Securitiesprincipal amount as may be specified in the terms of such Series), or premium, if any, and interest owing and unpaid in both such capacities, respect of the Securities of any Series and to file such proof of debt, amendment of proof of debt, claim, petition other papers or other document documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee, its agents and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith) and of the Holders of Securities Securityholders allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, proceedings relative to the Company or any other obligor on upon the Securities of any Series, or its to the creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders property of the SecuritiesCompany or such other obligor, (b) unless prohibited by taking applicable law and holding the sameregulations, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names vote on behalf of the Holders of the Securities of any proof Series in any election of debta trustee or a standby trustee in arrangement, amendment of proof of debtreorganization, claim, petition liquidation or other document bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (c) to collect and receive any moneys or other property payable or deliverable on any such proceedings claims and to receive payment of any sums becoming distributable on account thereof, and distribute all amounts received with respect to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders the claims of the Securities as may be necessary or advisable in the opinion Securityholders and of the Trustee in order to have the respective claims on their behalf and any 75 -68- receiver, assignee, liquidator, custodian, trustee or other similar official is hereby authorized by each of the Holders Securityholders to make payments to the Trustee and, in the event that the Trustee shall consent to the making of payments directly to the Securities against Securityholders, to pay the Issuer or any other obligor on Trustee such amount as shall be sufficient to cover reasonable compensation to the Securities and/or Trustee, its property allowed in any such proceedingsagents and counsel, and to receive payment all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or on account of such claims; provided, however, that nothing bad faith. Nothing herein contained shall be deemed to authorize or empower the Trustee to authorize or consent to or vote for or accept or adopt, adopt on behalf of any Holder of Securities, Securityholder any plan of reorganization reorganization, arrangement, adjustment or readjustment composition affecting the Securities of any Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the Issuer or any other obligor on the Securities or, by other action claim of any character Securityholder in any such proceedingproceeding except, as aforesaid, to waive vote for the election of a trustee in bankruptcy or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly deniedsimilar person. All rights of action and of asserting to assert claims under this Indenture Indenture, or under any of the Securities of any Series or coupons, if any, appertaining thereto, may be enforced by the Trustee without the possession of any of the Securities of such Series or of any coupons appertaining thereto or the production thereof in on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, judgment shall be for the ratable benefit of the 76 -69- holders of the Securities or coupons appertaining to such Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities or coupons appertaining to such Securities in respect of to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities or coupons parties to any such proceedings. In the case of a default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture, or in aid of the exercise of any power granted in this Indenture, or otherwise, and the Trustee may enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have 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 all or any part of the principal of or any premium, if any, on any of the Securities of any series when the same shall have become due and payable, whether upon Stated Maturity maturity of the Securities of such series or upon any redemption or by acceleration declaration or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- otherwise—then upon demand of the Trustee for such seriesTrustee, the Issuer will pay to the Trustee for the benefit of the Holder of any such Security (or Holders of any the Securities of such series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or all Securities of any such series in for principal or interest, as the case of clause may be (c) above) for the principal, premium, if any, and interest, if any, with interest to the date of such payment upon the overdue principal and premium, if any, and, so far as to the extent that payment of the same such interest is enforceable under applicable law, on overdue installments of interest, interest at the Overdue Rate applicable same rate as the rate of interest or Yield to any such Security Maturity (or Securities of any such series in the case of clause (c)Original Issue Discount Securities) specified in the Securities of such series); and, and in addition thereto, such further amount as shall be sufficient to cover the costs costs, fees and expenses of collection, and any further amounts payable including reasonable compensation to the Trustee, its agents their respective agents, attorneys and counsel pursuant counsel, and any fees, expenses and liabilities incurred by the Trustee. Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the provisions Holders, whether or not the principal of Section 7.6and interest on the Securities of such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any 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 Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c)) and collect in the manner provided by law out of the property Property of the Issuer or other obligor upon such Securities (or Securities of any such series in case of clause (c))Securities, wherever situated, the moneys adjudged or decreed to be payable. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Bankruptcy Law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its Property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or Property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, either by intervention in its own name as trustee of an express trust, or as attorney-in-fact for the Holders of any of the Securities, or in both such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings, or any judicial proceedings, relative to the Company or any other obligor on the Securities or its creditors or its property. The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders of the Securities, with authority to make or file in the respective names of the Holders of the Securities any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any other papers and documents and do and perform any and all acts and things for and on behalf of such Holders of the Securities as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Holders of the Securities against the Issuer or any other obligor on the Securities and/or its property allowed in any such proceedings, and to receive payment of or on account of such claims; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment of the Issuer or any other obligor on the Securities or, by other action of any character in any such proceeding, to waive or change in any way any right of any Holder of any Security, even though it may otherwise be entitled so to do under any present or future law, all such power or authorization being hereby expressly denied. All rights of action and of asserting claims under this Indenture or under any of the Securities may be enforced by the Trustee without the possession of any of the Securities or the production thereof 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 as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.otherwise: