Common use of Proceedings by Holders Clause in Contracts

Proceedings by Holders. No Holder of any Note shall have any right by virtue of or by reference to any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, (b) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, liabilities or expenses to be incurred therein or thereby, (c) the Trustee for sixty (60) calendar days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note Security of any series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least 25% not less than 25 percent in aggregate principal amount of the Notes Securities of that series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it the Trustee as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) during such 60-day period, no direction inconsistent with such written request shall have has been given to the Trustee by the Holders of a majority in aggregate principal amount of the Securities of that series then Outstanding (or such amount as shall have acted at a meeting pursuant to Section 6.07; the provisions of this Indenture), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Security with every other taker and Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolders. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Security to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such NoteSecurity, on or after the respective due dates expressed in such Note or in the event of redemptionSecurity, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the written consent of such Holder.

Proceedings by Holders. No Holder of any Note shall have any right by virtue of or by reference to any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the NotesDebt Securities of such series, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, (b) the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Notes Debt Securities of such series then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such security or indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, liabilities or expenses to be incurred therein or thereby, (c) the Trustee for sixty ninety (6090) calendar days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)or indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.076.07 hereof; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debt Security with every other taker and Holder and the Trustee, that no one or more Holders of Debt Securities shall have any right in any manner whatever by virtue of or by reference to any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of Debt Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Debt Securities (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any NoteDebt Security, the right of any Holder of any Debt Security to receive payment of the principal of (including the Redemption Price upon redemption pursuant to Article 33 hereof) and premium, if any, and accrued interest on such NoteDebt Security, on or after the respective due dates expressed in such Note Debt Security or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder holder of any Note Notes shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or Indenture for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it the Trustee may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other HolderHolder of Notes, or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest interest, if any, on such Note, on or after the respective due dates expressed in such Note or in the event of redemptionmaturity thereof, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note Security of any series or of any coupon appertaining thereto shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of not less than 25% in aggregate principal amount at least Stated Maturity of the Securities of that series (or, in case of an Event of Default described in clause (d), (e) or (f) of Section 7.01, 25% in aggregate principal amount of the Notes all Securities then outstanding (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in Section 2.01(9))) shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as the Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; during such 60 day period by the Holders of a majority in principal amount at Stated Maturity of the outstanding Securities of such series, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Security of that series with every other taker and Holder of every Security of that series or coupons appertaining thereto and the Trustee, that no one or more Holders of Securities of any series shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of Securities of that series or any other series or coupons appertaining thereto, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equitySecurities. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Security or coupon to receive payment of the principal of (including the Redemption Price pursuant to Article 3) of, and premium, if any, and accrued interest interest, if any, on such NoteSecurity, on or after the respective due dates Stated Maturities expressed in such Note or Security or, in the event case of redemptionredemption or repayment on or after the redemption date or repayment date, or as the case may be, and to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer date shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note Notes then outstanding shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or the Notes or for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, hereunder or interest on the Notesthereunder, unless (ai) such Holder previously shall have given to the Trustee written notice of an a continuing Event of Default and of the continuance thereof, as hereinbefore providedDefault, (bii) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, liabilities or expenses to be incurred therein or therebyhereunder, (ciii) the Trustee for sixty (60) calendar days Trustee, after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding for 60 days, and (div) no during such 60-day period the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; request, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other Holder, Holder of such Notes or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premiuminterest, if any, and accrued interest on such Note, on or after the respective due dates expressed in this Indenture and such Note or in the event of redemptionNote, or to institute suit for the enforcement of any such payment or any right to convert on or after such respective dates against or to convert its Notes in accordance with the Issuer Indenture is absolute and unconditional and shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note shall have any right by virtue of or by reference to any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, principal of or premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, (b) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, liabilities or expenses to be incurred therein or thereby, (c) the Trustee for sixty (60) calendar days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note Debt Security of any series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law or in bankruptcy or otherwise upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes Debt Securities of such series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding (and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; 7.07), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debt Security of every series with every other taker and Holder and the Trustee, that no one or more Holders of Debt Securities shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of such Debt Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such HolderDebt Securities.

Proceedings by Holders. No Holder holder of any Note Notes shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or Indenture for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other HolderHolder of Notes, or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest and Additional Interest, if any, on such Note, on or after the respective due dates expressed in such Note or in the event of redemptionmaturity thereof, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder holder of any Note Notes shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or Indenture for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to such reasonable indemnity as the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred Incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other HolderHolder of Notes, or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest interest, if any, on such Note, on or after the respective due dates expressed in such Note or in the event of redemptionmaturity thereof, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder holder of any Note Notes shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or Indenture for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other HolderHolder of Notes, or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest and Additional Interest, if any, on such Note, on or after the respective due dates expressed in such Note or in the event of redemptionmaturity thereof, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder holder of any Note Notes shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or Indenture for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Senior Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon to the Senior Trustee to institute such action, suit or proceeding in its own name as Senior Trustee hereunder and shall have offered to the Senior Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Senior Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Senior Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other HolderHolder of Notes, or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest and Additional Interest, if any, on such Note, on or after the respective due dates expressed in such Note or in the event of redemptionmaturity thereof, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 9.4 shall have made written request upon the Trustee to institute such action, suit or proceeding proceedings in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; 7.7, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of Notes, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.047.4, each and every Holder Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemptiontherefor, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer Company shall not be impaired or affected without the consent of such Holder. Anything in this Indenture or the Notes to the contrary notwithstanding, the Holder of any Note, without the consent of either the Trustee or the Holder of any other Note, in his own behalf and for his own benefit, may enforce, and may institute and maintain any proceeding suitable to enforce, his rights of conversion as provided herein.

Proceedings by Holders. No Holder of any Note Notes then outstanding shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or the Notes or for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, hereunder or interest on the Notesthereunder, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other Holder, Holder of such Notes or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premiuminterest, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemptionNote, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of Debt Securities of any Note series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (ai) such Holder previously shall have given to the Debt Trustee written notice of an Event of Default and of the continuance thereofthereof with respect to the Debt Securities of such series specifying such Event of Default, as hereinbefore provided, (bii) the Holders of at least not less than 25% in aggregate principal amount of the Notes Debt Securities of such series then outstanding shall have made written request upon the Debt Trustee to institute such action, suit or proceeding in its own name as Debt Trustee hereunder and shall have offered to the Debt Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (ciii) the Debt Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused failed to institute any such action, suit or proceeding proceeding, and (div) no direction inconsistent with such written request shall have has been given to the Debt Trustee pursuant to Section 6.07; during such 60-day period by the Holders of a majority in principal amount of the outstanding Debt Securities of such series, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debt Security of such series with every other taker and Holder and the Debt Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.,

Proceedings by Holders. No Holder of any Note shall have any right by virtue of or by reference to any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the NotesDebt Securities of such series, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, (b) the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Notes Debt Securities of such series then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such security or indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, liabilities or expenses to be incurred therein or thereby, (c) the Trustee for sixty ninety (6090) calendar days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)or indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.076.07 hereof; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debt Security with every other taker and Holder and the Trustee, that no one or more Holders of Debt Securities shall have any right in any manner whatever by virtue of or by reference to any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.disturb

Proceedings by Holders. No Holder of any Note Debt Security of any series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law or in bankruptcy or otherwise upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes Debt Securities of such series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or indemnity, security (including by way of prefunding) reasonably satisfactory to it or both as it may reasonably require against the costs, expenses and other liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or indemnity, security (including by way of prefunding)or both, shall have neglected or refused to institute any such action, suit or proceeding (and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; 7.07), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debt Security of every series with every other taker and Holder and the Trustee, that no one or more Holders of Debt Securities shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of such Debt Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such HolderDebt Securities.

Proceedings by Holders. No Holder of any Note Security of any series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder Hxxxxx previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least 25% not less than 25 percent in aggregate principal amount of the Notes Securities of that series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it the Trustee as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) during such 60-day period, no direction inconsistent with such written request shall have has been given to the Trustee by the Holders of a majority in aggregate principal amount of the Securities of that series then Outstanding (or such amount as shall have acted at a meeting pursuant to Section 6.07; the provisions of this Indenture), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Security with every other taker and Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolders. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Security to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such NoteSecurity, on or after the respective due dates expressed in such Note or in the event of redemptionSecurity, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the written consent of such Holder.

Proceedings by Holders. No Holder holder of any Note Debenture of a series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereofthereof with respect to the Debentures of that series specifying such Event of Default, as hereinbefore provided, (b) and unless also the Holders holders of at least not less than 25% in aggregate principal amount of the Notes Debentures of that series or (so long as the Debentures of that series are held by a Trust) the holders of at least 25% in aggregate liquidation amount of the Preferred Securities of the applicable Trust then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused failed to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder holder of every Note Debenture of that series with every other taker and Holder holder and the Trustee, that no one or more Holders holders of Debentures of that series shall have any right in any manner whatever by virtue of or by reference to availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holderholder of Debentures of that series, or to obtain or seek to obtain priority over or preference to any other such Holderholder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders holders of Debentures of that series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture of a series to receive payment of the principal of and interest on (including Compounded Interest and Additional Sums, if any) on such Debenture, on or after the same shall have become due and payable, or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such holder, and by accepting a Debenture of that series hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture of that series with every other such taker and holder and the Trustee, that no one or more holders of Debentures of that series shall have any right in any manner whatsoever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debentures of that series, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except as otherwise in the manner herein provided herein)and for the equal, ratable and common benefit of all holders of Debentures of that series. For the protection and enforcement of the provisions of this Section 6.04Section, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision If an Event of this Indenture Default has occurred and any provision is continuing and is attributable to the failure of the Company to pay the principal of or premium, if any, or interest on the Debentures of a series on the due date therefor and an event of default has occurred and is continuing under the applicable Declaration, a holder of the related Preferred Securities, in lieu of any Noteaction that may otherwise be taken hereunder as a Holder of Debentures of a series, may institute a legal proceeding directly against the right Company for enforcement of any Holder payment to receive payment such holder of the principal of or premium, if any, or interest on such Debentures having a principal amount equal to the liquidation amount of the Preferred Securities held by such holder or for enforcement of such conversion or exchange rights, as the case may be (including a "Direct Action"). Notwithstanding anything contained herein to the Redemption Price pursuant contrary, the Company may not amend this Indenture to Article 3) remove the foregoing right to bring a Direct Action without the prior written consent of the holders of all of the Preferred Securities of a Trust outstanding. Notwithstanding any payments made to a holder of Preferred Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal and premium, if any, and accrued or interest on the related Debentures, and the Company shall be subrogated to the rights of the holder of such Note, Preferred Securities with respect to payments on or after the respective due dates expressed in such Note or in Preferred Securities to the event of redemption, or to institute suit for the enforcement extent of any payments made by the Company to such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holderholder in any Direct Action.

Proceedings by Holders. No Holder of any Note Notes then outstanding shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or the Notes or for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, hereunder or interest on the Notesthereunder, unless (ai) such Holder previously shall have given to the Trustee written notice of an a continuing Event of Default and of the continuance thereof, as hereinbefore providedDefault, (bii) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, liabilities or expenses to be incurred therein or therebyhereunder, (ciii) the Trustee for sixty (60) calendar days Trustee, after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused to institute any such action, suit or proceeding for 60 days, and (div) no during such 60-day period the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; request, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other Holder, Holder of such Notes or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premiuminterest, if any, Contingent Interest, if any, and accrued interest Liquidated Damages, if any, on such Note, on or after the respective due dates expressed in this Indenture and such Note or in the event of redemptionNote, or to institute suit for the enforcement of any such payment or any right to convert on or after such respective dates against or to convert its Notes in accordance with the Issuer Indenture is absolute and unconditional and shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note Security of any series or of any coupon appertaining thereto shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of not less than 25% in aggregate principal amount at least Stated Maturity of the Securities of that series (or, in case of an Event of Default described in clause (d), (e) or (f) of Section 7.01, 25% in aggregate principal amount of the Notes all Securities then outstanding (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in Section 2.01(9))) shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as the Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; during such 60 day period by the Holders of a majority in principal amount at Stated Maturity of the outstanding Securities of such series, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Security of that series with every other taker and Holder of every Security of that series or coupons appertaining thereto and the Trustee, that no one or more Holders of Securities of any series shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of Securities of that series or any other series or coupons appertaining thereto, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equitySecurities. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Security or coupon to receive payment of the principal of (including the Redemption Price pursuant to Article 3) of, and premium, if any, and accrued interest interest, if any, on such NoteSecurity, on or after the respective due dates Stated Maturities expressed in such Note or Security or, in the event case of redemptionredemption or repayment on or after the redemption date or repayment date, or as the case may be, and to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer date shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless unless: (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore herein provided, ; (b) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and hereunder; (c) such Holders shall have offered to the Trustee such security or indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require the Trustee against the costsany loss, liabilities liability or expenses expense to be incurred therein or thereby, ; (cd) the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or such security (including by way of prefunding)or indemnity, shall have neglected or refused to institute any such action, suit or proceeding proceeding; and (de) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.07; 6.09 [Direction of Proceedings and Waiver of Defaults by Majority of Holders], it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.046.06 [Proceedings by Holders], each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal of (including the Redemption Price pursuant to Article 3and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and premiumunpaid interest, if any, on, and accrued interest on (z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in the event of redemptionthis Indenture, or to institute suit for the enforcement of any such payment on or after such respective dates against delivery, as the Issuer shall case may be. Notwithstanding the foregoing and for the avoidance of doubt, no amendment to, or deletion or waiver of any of, the provisions set forth in this Indenture or any action taken by the Company not be impaired or affected without the consent of such Holder.prohibited by this Indenture (other than any action pursuant to Section 10.02 [Supplemental 36

Proceedings by Holders. No Holder of any Note Security of any series or of any coupon appertaining thereto shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of not less than 25% in aggregate principal amount at least Stated Maturity of the Securities of that series (or, in case of an Event of Default described in clause (d), (e) or (f) of 48 40 Section 7.01, 25% in aggregate principal amount of the Notes all Securities then outstanding (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Securities")) shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as the Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; during such 60 day period by the Holders of a majority in principal amount at Stated Maturity of the outstanding Securities of such series, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Security of that series with every other taker and Holder of every Security of that series or coupons appertaining thereto and the Trustee, that no one or more Holders of Securities of any series shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of Securities of that series or any other series or coupons appertaining thereto, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equitySecurities. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Security or coupon to receive payment of the principal of (including the Redemption Price pursuant to Article 3) of, and premium, if any, and accrued interest interest, if any, on such NoteSecurity, on or after the respective due dates Stated Maturities expressed in such Note or Security or, in the event case of redemptionredemption or repayment on or after the redemption date or repayment date, or as the case may be, and to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer date shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder holder of any Note Notes shall have any right by virtue of or by reference to availing of any provision of this the Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or the Indenture for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to such reasonable indemnity as the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred Incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this the Indenture or of the Notes to affect, disturb or prejudice the rights of any other HolderHolder of Notes, or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this Indenturethe Indenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of this Indenture and any provision of any Noteprovisions in the Indenture, however, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest interest, if any, on such Note, on or after the respective due dates expressed in such Note or in the event of redemptionmaturity thereof, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note Security shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law or in bankruptcy or otherwise upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes Securities then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding (and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; 7.07), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Security with every other taker and Holder and the Trustee, that no one or more Holders of Securities shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such HolderSecurities.

Proceedings by Holders. No Holder holder of any Note Debt Security or of any Coupon appertaining thereto shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding to the extent lawful in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, trustee, liquidator, custodian receiver or trustee (or other similar official), or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder holder previously shall have given to the Trustee written notice of an Event of Default or of non-compliance by the Company with a covenant or agreement with respect to which the Trustee would be entitled to exercise remedies as permitted by Section 6.05 of this Indenture with respect to such series of Debt Securities and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders holders of at least 25% not less than twenty-five percent in aggregate principal amount of the Notes Debt Securities of such series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder holder of every Note Debt Security or Coupon with every other taker and Holder holder and the Trustee, that no one or more Holders holders of Debt Securities of such series or Coupons appertaining to such Debt Securities shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holderholder of Debt Securities of such series or Coupons appertaining to such Debt Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, holder or to enforce any right under this Indenture, except in the manner matter herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection holders of Debt Securities of such series and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled Coupons appertaining to such relief as can be given either at law or in equityDebt Securities. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder holder of any Debt Security or Coupon to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest (including any Additional Interest), if any, on such NoteDebt Security or Coupon, on or after the respective due dates expressed in such Note Debt Security or in the event of Coupon, or upon redemption, by declaration, repayment or otherwise, or to institute suit for the enforcement of any such payment on or after such respective dates against or upon any such declaration, redemption, repayment, or otherwise (except as provided in Section 6.01 with respect to a declaration) in accordance with the Issuer terms of the applicable Debt Security, shall not be impaired or affected without the consent of such Holderholder, and no provision of the Debt Securities of any series or Coupons appertaining to such Debt Securities or of this Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest, if any, on such Debt Securities and Coupons at the respective places, at the respective times, at the respective rates and in the coin or currency, therein and herein prescribed.

Proceedings by Holders. No Holder of any Note Security of any series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least 25% not less than 25 percent in aggregate principal amount of the Notes Securities of that series then outstanding Outstanding, or, in the case of any Event of Default in respect of the Company described in clause (d), (e) or (f) of Section 5.01, 25 percent in aggregate principal amount of all Securities then Outstanding, or, in the case of any Event of Default in respect of a Guarantor described in clause (d), (e) or (f) of Section 5.01, 25 percent in aggregate principal amount of all Securities guaranteed hereunder by such Guarantor then Outstanding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Security with every other taker and Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolders. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Security to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such NoteSecurity, on or after the respective due dates expressed in such Note or in the event of redemptionSecurity, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the written consent of such Holder.

Proceedings by Holders. No Holder of Debt Securities of any Note series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (ai) such Holder previously shall have given to the Debt Trustee written notice of an Event of Default and of the continuance thereofthereof with respect to the Debt Securities of such series specifying such Event of Default, as hereinbefore provided, (bii) the Holders of at least not less than 25% in aggregate principal amount of the Notes Debt Securities of such series then outstanding shall have made written request upon the Debt Trustee to institute such action, suit or proceeding in its own name as Debt Trustee hereunder and shall have offered to the Debt Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (ciii) the Debt Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused failed to institute any such action, suit or proceeding proceeding, and (div) no direction inconsistent with such written request shall have has been given to the Debt Trustee pursuant to Section 6.07; during such 60-day period by the Holders of a majority in principal amount of the outstanding Debt Securities of such series, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debt Security of such series with every other taker and Holder and the Debt Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolders. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest on such NoteDebt Security of such series, on or after the respective same shall have become due dates expressed in such Note or in the event of redemptionand payable, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer payment, shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by reference to availing of any provision of this Indenture or the Notes to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless unless: (a) such Holder Xxxxxx previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore herein provided, ; (b) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and hereunder; (c) such Holders shall have offered offered, and if requested, provided to the Trustee such security or indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costsany loss, liabilities liability or expenses expense to be incurred therein or thereby, ; (cd) the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or such security (including by way of prefunding)or indemnity, shall have neglected or refused to institute any such action, suit or proceeding proceeding; and (de) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.07; 6.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder), or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.046.06, each and 36 every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal of (including the Redemption Price pursuant to Article 3and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and premiumunpaid interest, if any, on, and accrued interest on (z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in the event of redemptionthis Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Issuer Company shall not be impaired or affected without the consent of such Holder. Section 6.07.

Proceedings by Holders. No Holder of any Note Debt Security of any series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law or in bankruptcy or otherwise upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least 25% in not less than a majority of the aggregate principal amount of the Notes Debt Securities of such series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding (and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; 7.7), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debt Security of every series with every other taker and Holder and the Trustee, that no one or more Holders of Debt Securities shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of such Debt Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such HolderDebt Securities.

Proceedings by Holders. No Except to enforce the right to receive payment of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless unless: (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore herein provided, ; (b) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and hereunder; (c) such Holders shall have offered to the Trustee such security or indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require in its reasonable discretion against the costsany loss, liabilities liability or expenses expense to be incurred therein or thereby, ; (cd) the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or such security (including by way of prefunding)or indemnity, shall have neglected or refused to institute any such action, suit or proceeding proceeding; and (de) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.07; 6.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.046.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, each Holder shall have the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal of (including the Redemption Price pursuant to Article 3and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and premiumunpaid interest, if any, on, and accrued interest on (z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in the event of redemptionthis Indenture, or to institute suit for the enforcement of any such payment on or after such respective dates against delivery, as the Issuer shall not be impaired or affected without the consent of such Holder.case may be. 35

Proceedings by Holders. No Holder of any Note Security of any series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least 25% not less than 25 percent in aggregate principal amount of the Notes Securities of that series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it the Trustee as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) during such 60-day period, no direction inconsistent with such written request shall have has been given to the Trustee by the Holders of a majority in aggregate principal amount of the Securities of that series then Outstanding (or such amount as shall have acted at a meeting pursuant to Section 6.07; the provisions of this Indenture), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Security with every other taker and Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolders. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, but subject to Article Fourteen, the right of any Holder of any Security to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such NoteSecurity, on or after the respective due dates expressed in such Note or in the event of redemptionSecurity, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the written consent of such Holder.

Proceedings by Holders. No Holder of any Note of any series shall have any right by virtue of or by reference to any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this IndentureIndenture or the Notes of any series, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunderunder this Indenture or the Notes of any series, except in the case of a default in the payment of principal, premium, if any, or interest on the NotesNotes of any series, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Notes of such series and of the continuance thereof, as hereinbefore provided, (b) the Holders of at least 25% in aggregate principal amount of the Notes of such series then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it security or indemnity as it may require against the costs, losses, liabilities or expenses to be incurred therein or thereby, (c) the Trustee for sixty (60) calendar days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.076.08; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder of Notes of such series and the Trustee, that no one or more Holders of Notes of any series shall have any right in any manner whatever by virtue of or by reference to any provision of this Indenture or the Notes of any series to affect, disturb or prejudice the rights of any other HolderHolder of Notes of such series, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes of any series, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Notes of such series (except as otherwise provided herein). For the protection and enforcement of this Section 6.046.05, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. A Holder of Notes of any series may not use the Indenture to prejudice the rights of another Holder of such series of Notes or to obtain a preference or priority over another Holder of Notes of such series, except in the manner provided therein and for the equal and ratable benefit of all Holders of the applicable series of Notes. Notwithstanding any other provision of this Indenture and any provision of any NoteNote of any series, the right of any Holder to receive payment of the principal of (including the Redemption Price and the Special Mandatory Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer Company shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note of any series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law or in bankruptcy or otherwise upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes of such series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding (and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; 7.07), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of every series with every other taker and Holder and the Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of such Notes, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such HolderNotes.

Proceedings by Holders. No Holder of any Note shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 9.4 shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; 7.7, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of Notes, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.047.4, each and every Holder Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemptiontherefor, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer Company shall not be impaired or affected without the consent of such Holder. Anything in this Indenture or the Notes to the contrary notwithstanding, the Holder of any Note, without the consent of either the Trustee or the Holder of any other Note, in his own behalf and for his own benefit, may enforce, and may institute and maintain any proceeding suitable to enforce, his rights of conversion as provided herein.

Proceedings by Holders. No Holder holder of any Note Notes shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or Indenture for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder 50 previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other HolderHolder of Notes, or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest and Liquidated Damages, if any, on such Note, on or after the respective due dates expressed in such Note or in the event of redemptionmaturity thereof, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note Debt Security of any series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law or in bankruptcy or otherwise 108 upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes Debt Securities of such series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding (and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; 7.07), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debt Security of every series with every other taker and Holder and the Trustee, that no one or more Holders of Debt Securities shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of such Debt Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such HolderDebt Securities.

Proceedings by Holders. No Holder of any Note Notes then outstanding shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or the Notes or for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, hereunder or interest on the Notesthereunder, unless (ai) such Holder previously shall have given to the Trustee written notice of an a continuing Event of Default and of the continuance thereof, as hereinbefore providedDefault, (bii) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and hereunder, (iii) such Holder or Holders shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require the Trustee against the costs, expenses and liabilities or expenses to be incurred therein or therebyin compliance with such request, (civ) the Trustee for sixty (60) calendar days Trustee, after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding for 60 days, and (dv) no during such 60-day period the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; request, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other Holder, Holder of such Notes or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, but subject to Article XII, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premiuminterest, if any, and accrued interest on such Note, on or after the respective due dates expressed in this Indenture and such Note or in the event of redemptionNote, or to institute suit for the enforcement of any such payment or any right to convert on or after such respective dates against or to convert its Notes in accordance with the Issuer Indenture is absolute and unconditional and shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note Security of any series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least 25% not less than 25 percent in aggregate principal amount of the Notes Securities of that series then outstanding Outstanding, or, in the case of any Event of Default in respect of the Company described in clause (d), (e) or (f) of Section 5.01, 25 percent in aggregate principal amount of all Securities then Outstanding, or, in the case of any Event of Default in respect of a Guarantor described in clause (d), (e) or (f) of Section 5.01, 25 percent in aggregate principal amount of all Securities guaranteed hereunder by such Guarantor then Outstanding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Security with every other taker and Holder and the Trustee, that no one or more Holders shall 34 27 have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolders. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Security to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such NoteSecurity, on or after the respective due dates expressed in such Note or in the event of redemptionSecurity, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the written consent of such Holder.

Proceedings by Holders. No Holder of any Note of any series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or in bankruptcy or otherwise upon, under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder Xxxxxx previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes of such series then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to (and if requested, provided to) the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding (and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; 7.07), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of every series with every other taker and Holder and the Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of such Notes, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein)of Notes. For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.7.05

Proceedings by Holders. No Holder of any Note shall have any right by virtue of of, or by reference to availing itself of any provision of of, this Indenture to institute any suit, action or proceeding in equity or at law upon or upon, under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a1) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, (b2) the Holders holders of at least not less than 25% in aggregate principal amount Original Principal Amount of the Notes Debentures then outstanding shall have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such security or indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costsany loss, liabilities liability or expenses expense to be incurred therein or thereby, (c3) the Trustee for sixty (60) calendar shall not have complied with such request within 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)or indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d4) no written direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the holders of a majority in aggregate Original Principal Amount of the Debentures then outstanding within such 60-day period pursuant to Section 6.075.09; it being understood and intended, and being expressly covenanted by the taker and Holder holder of every Note Debenture with every other taker and Holder holder and the Trustee, Trustee that no one or more Holders shall have any right in any manner whatever by virtue of of, or by reference to availing itself of any provision of of, this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holderholder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise expressly provided herein). For the protection and enforcement of this Section 6.045.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any NoteDebenture, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) of, accrued and premium, if any, and accrued unpaid interest on and any unpaid Additional Distributions with respect to such NoteDebenture, on or after the respective due dates expressed or provided for in such Note Debenture or in the event of redemptionthis Indenture, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer Company, shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note Applicable Debenture of any series or Holder of any Coupon appertaining thereto shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the each case with respect to an Event of a default in the payment of principal, premium, if any, Default related to such Applicable Debentures or interest on the NotesCoupons, unless (a) such Holder previously shall have given to the Trustee written notice of an Event default with respect to the Applicable Debentures of Default such series and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes Applicable Debentures with respect to such Event of Default then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused failed to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debenture of a series and by the Holder of each Coupon appertaining thereto with every other taker and Holder of a Debenture of such series or Holder of any Coupon appertaining thereto and the Trustee, that no one or more Holders of Debentures of such series or one or more Holders of any Coupons appertaining thereto shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of such Debentures or any other holders of such Coupons, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For of Debentures of such series and all the protection and enforcement Holders of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityany Coupons appertaining thereto. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Debenture and the right of the Holder of any Coupon appertaining thereto, which is absolute and unconditional, to receive payment of the principal of (including the Redemption Price pursuant to Article 3) of, and premium, if any, and accrued interest on such NoteDebenture or Coupon, on or after the respective due dates expressed in such Note or in the event of redemptiontherein, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes Debentures then outstanding determined in accordance with Section 9.4 shall have made written request upon the Trustee to institute such action, suit or proceeding proceedings in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; 7.7, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debenture with every other taker and Holder of the Debentures and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of Debentures, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.047.4, each and every Holder Debentureholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any NoteDebenture, the right of any Holder of any Debenture to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premiumPrincipal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, and accrued interest on such NoteRedemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, as the case may be on or after the respective due dates expressed therefor as set forth in such Note Debenture or in the event of redemptionthis Indenture, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer Company shall not be impaired or affected without the consent of such Holder. Anything in this Indenture or the Debentures to the contrary notwithstanding, the Holder of any Debenture, without the consent of either the Trustee or the Holder of any other Debenture, in his own behalf and for his own benefit, may enforce, and may institute and maintain any proceeding suitable to enforce, his rights of conversion as provided herein.

Proceedings by Holders. Section 507 of the Base Indenture shall not be applicable to the Notes. No Holder of any Note shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such security or indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costsany loss, liabilities liability or expenses expense to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority in principal amount of the Notes outstanding pursuant to Section 6.07toSection 7.03; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided hereinin the Indenture). For the protection and enforcement of this Section 6.047.02, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued and unpaid interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemptionNote, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer Company shall not be impaired or affected without the consent of such Holder. Anything in this Indenture or the Notes to the contrary notwithstanding, the Holder of any Note, without the consent of either the Trustee or the Holder of any other Note, in his own behalf and for his own benefit, may enforce, and may institute and maintain any proceeding suitable to enforce, his rights of conversion as provided herein.

Proceedings by Holders. No Except to enforce the right to receive payment of principal (including, if applicable, the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) unless: such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore herein provided, (b) the ; Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and hereunder; such Holders shall have offered to the Trustee such security or indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costsany loss, liabilities liability or expenses expense to be incurred therein or thereby, (c) ; the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding proceeding; and (d) no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.07; 6.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein) (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). For the protection and enforcement of this Section 6.046.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment or delivery, as the case may be, of (x) the principal of (including the Redemption Price pursuant to Article 3Fundamental Change Repurchase Price, if applicable) of, (y) accrued and premiumunpaid interest, if any, on, and accrued interest on (z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in the event of redemptionthis Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Issuer Company shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Senior Note shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereofthereof specifying such Event of Default, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Senior Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused failed to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Senior Note with every other taker and Holder and the Trustee, that no one or more Holders of Senior Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Senior Notes. Notwithstanding any other provisions in this Indenture, however, the right of any Holder of any Senior Note to receive payment of the principal of (except as otherwise provided herein)and premium, if any) and interest on such Senior Note, on or after the same shall have become due and payable, or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the provisions of this Section 6.045.4, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder holder of any Note Notes shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or Indenture for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other HolderHolder of Notes, or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest and Liquidated Damages, if any, on such Note, on or after the respective due dates expressed in such Note or in the event of redemptionmaturity thereof, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder holder of any Note Notes shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or Indenture for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to such reasonable indemnity as the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused to institute any such action, suit or proceeding and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; proceeding, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other HolderHolder of Notes, or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest and Additional Interest, if any, on such Note, on or after the respective due dates expressed in such Note or in the event of redemptionmaturity thereof, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note Notes then outstanding shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or the Notes or for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, hereunder or interest on the Notesthereunder, unless (ai) such Holder previously shall have given to the Trustee written notice of an a continuing Event of Default and of the continuance thereof, as hereinbefore providedDefault, (bii) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, liabilities or expenses to be incurred therein or therebyhereunder, (ciii) the Trustee for sixty (60) calendar days Trustee, after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused to institute any such action, suit or proceeding for 60 days, and (div) no during such 60-day period the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; request, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture Indenture, of the Notes or of the Note Guarantees to affect, disturb or prejudice the rights of any other Holder, Holder of such Notes or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this Indenture, the Notes or the Note Guarantees, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premiuminterest, if any, and accrued interest Liquidated Damages, if any, on such Note, on or after the respective due dates expressed in this Indenture and such Note or in the event of redemptionNote, or to institute suit for the enforcement of any such payment or any right to convert on or after such respective dates against or to convert its Notes in accordance with the Issuer Indenture is absolute and unconditional and shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of Debentures of any Note series shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (ai) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereofthereof with respect to the Debentures of such series specifying such Event of Default, as hereinbefore provided, (bii) the Holders of at least not less than 25% in aggregate principal amount of the Notes Debentures of such series then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (ciii) the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding), shall have neglected or refused failed to institute any such action, suit or proceeding proceeding, and (div) no direction inconsistent with such written request shall have has been given to the Trustee pursuant to Section 6.07; during such 60-day period by the Holders of a majority in principal amount of the outstanding Debentures of such series, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Debenture of such series with every other taker and Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolders. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, however, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and of, premium, if any, and accrued interest on such NoteDebenture of such series, on or after the respective same shall have become due dates expressed in such Note or in the event of redemptionand payable, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer 29 37 payment, shall not be impaired or affected without the consent of such Holder.

Proceedings by Holders. No Holder of any Note Security shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law or in bankruptcy or otherwise upon or under or with respect to this Indenture, Indenture or for the appointment of a receiver, receiver or trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default default and of the continuance thereof, as hereinbefore provided, (b) and unless also the Holders of at least not less than 25% in aggregate principal amount of the Notes Securities then outstanding Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costs, expenses and liabilities or expenses to be incurred therein or thereby, (c) and the Trustee for sixty (60) calendar 60 days after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding (and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; ), it being understood and intended, and being expressly covenanted by the taker and Holder of every Note Security with every other taker and Holder and the Trustee, that no one or more Holders of Securities shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other HolderHolder of Securities (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such Holders), or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premium, if any, and accrued interest on such Note, on or after the respective due dates expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer shall not be impaired or affected without the consent of such HolderSecurities.

Proceedings by Holders. No Holder of any Note Notes then outstanding shall have any right by virtue of or by reference to availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, Indenture or the Notes or for the appointment of a receiver, trustee, liquidator, custodian receiver or other trustee or similar official, or for any other remedy hereunder, except in the case of a default in the payment of principal, premium, if any, hereunder or interest on the Notesthereunder, unless (ai) such Holder previously shall have given to the Trustee written notice of an a continuing Event of Default and of the continuance thereof, as hereinbefore providedDefault, (bii) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity and/or security (including by way of prefunding) reasonably satisfactory to it as it may require against the costsany loss, liabilities liability or expenses to be incurred therein or therebyexpense, (ciii) the Trustee for sixty (60) calendar days Trustee, after its receipt of such notice, request and offer of indemnity and/or security (including by way of prefunding)indemnity, shall have neglected or refused to institute any such action, suit or proceeding for 60 days, and (div) no during such 60-day period the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07; request, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of or by reference to availing of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other Holder, Holder of such Notes or to obtain or seek to obtain priority over or preference as to any other such Holder, or to enforce any right under this IndentureIndenture or the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. Notwithstanding any other provision of provisions in this Indenture and any provision of any NoteIndenture, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price pursuant to Article 3) and premiuminterest, if any, and accrued interest on such Note, on or after the respective due dates expressed in this Indenture and such Note or in the event of redemptionNote, or to institute suit for the enforcement of any such payment or any right to convert on or after such respective dates against or to convert its Notes in accordance with the Issuer Indenture is absolute and unconditional and shall not be impaired or affected without the consent of such Holder.