Common use of Proceedings by Securityholders Clause in Contracts

Proceedings by Securityholders. No holder of any Debenture shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures and unless the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 or trustee or similar official, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, but subject to Article Thirteen, the protection right of any Holder of any Security to receive payment of the principal of, premium, if any, and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event of Default with respect to and of the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than twenty-five percent (25% %) in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request to institute such action, suit action or proceeding proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity reasonably satisfactory as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit action or proceeding. Notwithstanding any other provisions in this Indenture, however, proceedings and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if anySection 6.06; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself himself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of 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 herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provisions in this Indenture, however, the right of any Holder of any Security to receive payment of the principal of and premium, if any, and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. With respect to Original Issue Discount Securities, principal shall mean such amount as shall be due and payable as specified in or established pursuant to the terms of such Securities.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 or trustee or similar official, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any Holder of any Security to receive payment of the principal of, premium, if any, and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series shall have any right 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 or trustee, or for any other remedy hereunderunder this Indenture, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as provided in Section 6.01, and unless also (i) the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee under this Indenture and shall have offered to the Trustee such reasonable security or indemnity as it the Trustee may require against the costs, expenses and liabilities to be incurred therebyin compliance with such request, and (ii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions proceeding and (iii) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in this Indentureprincipal amount of the outstanding Securities of such series; it being understood and intended, however, the right and being expressly covenanted by each Person who acquires and holds a Security of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture series with every other such taker and holder and the TrusteePerson, that no one or more holders Holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of Securities, 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 in this Section 6.04 and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities. For Notwithstanding any other provision of this Indenture, however, the protection right of any Holder of any Security of any series to receive payment of the Principal and interest on such Security on or after the respective due dates, or to institute suit for the enforcement of any such payment on or after such respective dates against the provisions Company, shall not be impaired or affected without the consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee in bankruptcy, receiver or other similar official or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event of Default default with respect to Securities of such series and of the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request 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 as it may require against the costs, expenses and liabilities to be incurred thereby, therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, proceeding and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if anySection 4.8 during such 60 day period; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures any Securities shall have any right in any manner whatsoever whatever 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 DebenturesHolder of 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 herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of the applicable series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities of such series specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other such 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 Securities of series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of and interest (including Compounded Interest and Additional Sums, if any) on such Security, 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, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Preferred Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than 25% twenty-five percent in aggregate principal amount of the Debentures Securities of such series then outstanding or, in the case of any Event of Default described in clause (d) or (e) of Section 6.01, twenty-five per cent in aggregate principal amount of all the Securities at the time outstanding (voting as one class) shall have given made written request upon the Trustee a written request to institute such action, suit action or proceeding proceedings in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 sixty days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit action or proceeding. Notwithstanding any other provisions in this Indenture, however, proceedings and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if any, Section 6.06; it being understood and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and being expressly covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities or Coupons appertaining to such Securities shall have any right in any manner whatsoever whatever by virtue of or by availing himself, herself or itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of Securities or Coupons appertaining to such 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 herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities and Coupons. For the protection and enforcement of the provisions revisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provisions in this Indenture, however, the right of any Holder of any Security to receive payment of the principal of (and premium, if any) and interest, if any, and Additional Amounts, if any, on such Security or Coupon, on or after the respective due dates expressed in such Security or Coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. With respect to Original Issue Discount Securities, principal shall mean such amount as shall be due and payable as may be specified in the terms of such Securities.

Proceedings by Securityholders. No holder of any Debenture shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures and unless the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding; provided, however, that no holder of Debentures shall have any right to prejudice the rights of any other holder of Debentures, obtain priority or preference over any other such holder or enforce any right under this Indenture except in the manner herein provided and for the equal, ratable and common benefit of all holders of Debentures. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture -------------------------------- shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures and unless the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any -------------------------------- Debenture shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures and unless the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to a Responsible Officer of the Trustee written notice of an Event Default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless also the holders of not less than 25% twenty-five percent in aggregate principal amount of the Debentures Securities of that series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 sixty days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of that series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders right of any other Debenturesholder of such 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 DebenturesSecurities of that series. For Notwithstanding any other provisions in this Indenture, the protection right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityholder.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 or trustee or similar official, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any Holder of any Security to receive payment of the principal of and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities of such series specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other such 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 Securities of such series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to each Declaration, the holders of Preferred Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder of any Debenture ------------------------------ shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures and unless the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than 25% twenty-five percent in aggregate principal amount of the Debentures Securities of such series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit action or proceeding proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 sixty days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit action or proceeding. Notwithstanding any other provisions in this Indenture, however, proceedings and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if anySection 6.06; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities or Coupons appertaining to such Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself himself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of Securities or Coupons appertaining to such 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 herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities and Coupons. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding the first sentence of this Section 6.04, if an Event of Default specified in clauses (e) and (f) of Section 6.01 occurs, no further action or declaration on part of the Trustee or any Securityholder is required. Notwithstanding any other provisions in this Indenture, however, the right of any Holder of any Security to receive payment of the principal of (and premium, if any) and interest, if any, and Additional Amounts, if any, on such Security or Coupon, on or after the respective due dates expressed in such Security or Coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. With respect to Original Issue Discount Securities, principal shall mean such amount as shall be due and payable be specified in the terms of such Securities.

Proceedings by Securityholders. No holder of any Debenture Debt Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Debt Securities of such series specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Debt Securities of that series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Debt Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Debt Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder of Debt Securities 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 Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of DebenturesDebt Securities of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debt Security to receive payment of the principal of (and premium, if any) and interest, if any, on such Debt Security, 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, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 or trustee or similar official, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, but subject to Article Thirteen, the protection right of any Holder of any Security to receive payment of the principal of and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Debenture Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given the Trustee a made written request upon the Debenture Trustee to institute such action, suit or proceeding in its own name as Debenture Trustee hereunder and shall have offered to the Debenture Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Debenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of and interest on (including Compounded Interest and Additional Sums, if any) on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Debenture Trustee shall be entitled to such relief as can be given either at law or in equity. The Corporation and the Debenture Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default referred to in clause (a) or (b) of Section 5.01.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as herein before provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding or, in the case of any Event of Default described in clause (c), (d) or (e) of Section 5.10, 25% in aggregate principal amount of all Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities of the applicable series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any holder of any Security to receive payment of the principal of, premium, if any, and interest, if any, on such Security, 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 provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityholder.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest (including Additional Sums and Compounded Interest, if any) and Liquidated Damages, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Trust Agreement, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder of any Debenture Security of any series or any related coupon shall have any right 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 or trustee, or for any other remedy hereunderunder this Indenture, unless such holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as provided in Section 5.01, and unless also (i) the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding Outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee under this Indenture and shall have offered to the Trustee such reasonable indemnity as it the Trustee may require against the costs, expenses and liabilities to be incurred therebyin compliance with such request, and (ii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions proceeding and (iii) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the holders of a majority in this Indenture, however, the right of any holder of any Debenture to receive payment principal amount of the principal of, premium, if anyOutstanding Securities of that series; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker each Person who acquires and holder of every Debenture holds a Security or related coupon with every other such taker and holder and the TrusteePerson, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder of such Securities or 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 in this Section 5.04 and for the equal, ratable and common benefit of all holders of DebenturesSecurities and coupons. For Notwithstanding any other provision of this Indenture, however, the protection right of any holder of any Security to receive payment of the principal of and any premium and interest on such Security on or after the respective Stated Maturities, or to institute suit for the enforcement of any such payment on or after such respective dates against the provisions Company, shall not be impaired or affected without the consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityholder.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Debenture Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given the Trustee a made written request upon the Debenture Trustee to institute such action, suit or proceeding in its own name as Debenture Trustee hereunder and shall have offered to the Debenture Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Debenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest on (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Debenture Trustee shall be entitled to such relief as can be given either at law or in equity. The Corporation and the Debenture Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default referred to in clause (a) or (b) of Section 5.01.

Proceedings by Securityholders. No holder Holder of any Debenture ------------------------------ Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee in bankruptcy, receiver or other similar official or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event of Default default with respect to Securities of such series and of the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request 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 as it may require against the costs, expenses and liabilities to be incurred thereby, therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, proceeding and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if anySection 4.8 during such 60 day period; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures any Securities shall have any right in any manner whatsoever whatever 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 DebenturesHolder of 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 herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of the applicable series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Security of any series or any related coupon shall have any right 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 or trustee, or for any other remedy hereunderunder this Indenture, unless such holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as provided in Section 4.01, and unless also (i) the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding Outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee under this Indenture and shall have offered to the Trustee such reasonable indemnity as it the Trustee may require against the costs, expenses and liabilities to be incurred therebyin compliance with such request, and (ii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions proceeding and (iii) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the holders of a majority in this Indenture, however, the right of any holder of any Debenture to receive payment principal amount of the principal of, premium, if anyOutstanding Securities of that series; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker each Person who acquires and holder of every Debenture holds a Security or related coupon with every other such taker and holder and the TrusteePerson, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder of such Securities or 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 in this Section 4.04 and for the equal, ratable and common benefit of all holders of DebenturesSecurities and coupons of such series. For Notwithstanding any other provision of this Indenture, however, the protection right of any holder of any Security to receive payment of the principal of and any premium and interest on such Security on or after the respective Stated Maturities, or to institute suit for the enforcement of any such payment on or after such respective dates against the provisions Company, shall not be impaired or affected without the consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityholder.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 2533% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security, which right is absolute and unconditional, to receive payment of the principal of (premium, if any) and interest (including Compounded Interest and Additional Sums, if any) on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Preferred Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities. Notwithstanding any payment made to such holder of Preferred Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of or interest on the Securities held by the Trust or the Property Trustee. In connection with any such Direct Action, the Company will be subrogated to the rights of any holder of the Preferred Securities to the extent of any payment made by the Company to such holder of Preferred Securities as a result of such Direct Action. Except as set forth in this Article, the other holders of Preferred Securities shall have no right to exercise directly any other rights or remedy available to the Holders of or in respect of, the Securities unless an event of default under the Declaration shall have occurred.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 the Securities or for the appointment of a receiver or trustee or similar official, or for any other remedy hereunderhereunder or thereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% 25 percent in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any Holder of any Security to receive payment of the principal of and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 or trustee or similar official, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. , it being understood and intended, and being expressly covenanted by the Holder of every Security of such series with every other taker and Holder and the Trustee, that no one or more Holders of Securities of such series shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of any other Holder of such Securities of such series, or to obtain or seek to obtain priority over Notwithstanding any other provisions in this Indenture, howeverbut subject to Article Thirteen, the right of any holder Holder of any Debenture Security to receive payment of the principal of, premiumof and interest, if any, and intereston such Security, on or after the respective due dates expressed in such Debenture when dueSecurity, or to institute suit for the enforcement of any such payment, payment on or after such respective dates shall not be impaired or affected without the consent of such holder and by accepting a Debenture hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No Except as contemplated by this Section 5.04, no holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder of any Debenture shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of a Default with respect to the Debentures and unless the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder Xxxxxx previously shall have given to the Trustee written notice of an Event of Default with respect to and of the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than twenty-five percent (25% %) in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request to institute such action, suit action or proceeding proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity reasonably satisfactory as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit action or proceeding. Notwithstanding any other provisions in this Indenture, however, proceedings and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if anySection 6.06; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself himself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of 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 herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provisions in this Indenture, however, the right of any Holder of any Security to receive payment of the principal of and premium, if any, and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. With respect to Original Issue Discount Securities, principal shall mean such amount as shall be due and payable as specified in or established pursuant to the terms of such Securities.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event Default and of Default with respect to the Debentures and unless continuance thereof, as hereinbefore provided, (ii) the holders of not less than 25% twenty-five percent in aggregate principal amount of the Debentures Securities of that series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding , and (iv) no direction inconsistent with any other provisions such written request has been given to the Trustee during such 60-day period by the holders of a majority in this Indenture, however, the right of any holder of any Debenture to receive payment principal amount of the principal of, premium, if anySecurities of such series at the time outstanding; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of that series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder of such 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 DebenturesSecurities of that series. For Notwithstanding any other provisions in this Indenture, the protection right of any holder of any Security to receive payment of the principal of (any premium, if any) and interest, if any, on such Security (or to have Capital Securities exchanged for such Security pursuant to Article Seventeen), on or after the respective due dates expressed in such Security, or to have the Security converted into shares of Common Stock, securities or other property pursuant to Article Nineteen, or to institute suit for the enforcement of any such payment, exchange or conversion on or after such respective dates, shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and such holder. Upon receipt by the Trustee of any such notice, request and offer of indemnity with respect to Securities of a series all or part of which is represented by a Global Security, the Trustee shall establish a record date for determining holders of outstanding Securities of such series entitled to join in such notice, request and offer of indemnity, which record date shall be at the close of business on the day the Trustee receives such notice, request and offer of indemnity. The holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such relief as can notice, request and offer of indemnity, whether or not such holders remain holders after such record date; provided, that unless the requisite percentage in aggregate principal amount shall have been obtained prior to the day which is 90 days after such record date, such notice, request and offer of indemnity shall automatically and without further action by any holder be given either at law or in equitycancelled and of no further effect.

Proceedings by Securityholders. No holder of any Debenture Debt Security of any series shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures Debt Securities of such series and unless the holders of not less than 25% in aggregate principal amount of the Debentures Debt Securities of that series then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding; provided that no holder of Debt Securities of any series shall have any right to prejudice the rights of any other holder of Debt Securities of such series, obtain priority or preference over any other such holder or 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 of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture Debt Security to receive payment of the principal of, premium, if any, and interest, on such Debenture Debt Security when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder Holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as herein before provided, and unless also the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity reasonably satisfactory to the Trustee as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such noticenotice and such notice has not been rescinded, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of Securities, 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 DebenturesSecurities. Notwithstanding any other provisions in this Indenture, the right of any Holder of any Security to receive payment of the principal of (and premium, if any) and interest, if any, on such Security 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, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. If the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the Holder of Securities held as the assets of the Trust, any registered holder of Preferred Securities may, to the extent permitted by applicable law, institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding the foregoing, the Company and the Trustee acknowledge that the Declaration may entitle registered holders of the Preferred Securities, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action (as defined therein) with respect to any Event of Default under Section 5.01(a) or (b) and, if such registered holders are so entitled, the Company acknowledges their right to institute a Direct Action against the Company.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% a majority in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or in bankruptcy, moratorium of payments, liquidation or otherwise upon or under or with respect to this Indenture, or for the appointment of a custodian, receiver, liquidator, assignee, trustee or other similar officer or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event of Default default with respect to Securities of such series and of the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding proceedings in its own name and/or in the name of the Securityholders either individually or as a class as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, proceeding and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if anySection 4.8 during such 60 day period; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures any Securities shall have any right in any manner whatsoever whatever 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 DebenturesHolder of 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 herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of the applicable series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities of such series specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity satisfactory to the Trustee as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other such 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 Securities of such series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company, the Guarantor and the Trustee acknowledge that pursuant to each Declaration, the holders of Preferred Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action (as defined therein) with respect to any Event of Default under this Indenture. Notwithstanding any payments made to such holder of Preferred Securities by the Company or the Guarantor in connection with a Direct Action, the Company shall remain obligated to pay the principal of or interest on the Securities held by the Trust or the Institutional Trustee, and the Company or the Guarantor, as the case may be, shall be subrogated to the rights of the holder of such Preferred Securities relating to any payments on the Securities to the extent of any payments made by the Company or the Guarantor, as the case may be, to any such holder in any Direct Action.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security, which right is absolute and unconditional, to receive payment of the principal of (premium, if any) and interest (including Compounded Interest and Additional Sums, if any) on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. If an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of or premium, if any, or interest on the Securities when due, the Company acknowledges that a holder of Preferred Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or premium, if any, or interest on the Securities having a principal amount equal to the aggregate liquidation amount of the Preferred Securities of such holder on or after the respective due date specified in the Securities.

Proceedings by Securityholders. No Except as contemplated by this Section 5.04, no holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Trust Agreement, the holders of Preferred Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee in bankruptcy, receiver or other similar official or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to Securities of such series and of the Debentures continuance thereof, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request 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 as it may require against the reasonable costs, expenses and liabilities to be incurred thereby, therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, proceeding and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if anySection 4.8; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures any Securities shall have any right in any manner whatsoever whatever 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 Debenturesholder of 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 herein provided and for the equal, ratable and common benefit of all holders of DebenturesSecurities of the applicable series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No Subject to the rights granted to the holder of a series under Section 13.13, no holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures and unless Securities of such series specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding and in its own name as Trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and ; (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions , and (v) during such 60 day period the holders of a majority in this Indenture, however, the right of any holder of any Debenture to receive payment principal amount of the principal of, premium, if anySecurities of that series do not give the Trustee a direction inconsistent with the request; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other such 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 Securities of series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or in bankruptcy, moratorium of payments, liquidation or otherwise upon or under or with respect to this Indenture, or for the appointment of an administrator, bewindvoerder, Custodian, curator, sequestrator, or other similar officer or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event of Default default with respect to Securities of such series and of the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request 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 as it may require against the costs, expenses and liabilities to be incurred thereby, therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, proceeding and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if anySection 4.8 during such 60 day period; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures any Securities shall have any right in any manner whatsoever whatever 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 DebenturesHolder of 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 herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of the applicable series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 or trustee or similar official, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event Default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, but subject to Article Thirteen, however, the protection right of any Holder of any Security to receive payment of the principal of, premium, if any, and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. (a) No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures and unless Securities of such series specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding and in its own name as Trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and ; (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions , and (v) during such 60 day period the holders of a majority in this Indenture, however, the right of any holder of any Debenture to receive payment principal amount of the principal of, premium, if anySecurities of that series do not give the Trustee a direction inconsistent with the request; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other such 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 Securities of series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder Holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity reasonably satisfactory to the Trustee as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such noticenotice and such notice has not been rescinded, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of Securities, 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 DebenturesSecurities. Notwithstanding any other provisions in this Indenture, the right of any Holder of any Security to receive payment of the principal of (and premium, if any) and interest, if any, on such Security 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, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. If the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the Holder of Securities held as the assets of the Trust, any registered holder of Preferred Securities may, to the extent permitted by applicable law, institute legal proceedings directly against the Company to enforce such Institutional Trustee’s rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding the foregoing, the Company and the Trustee acknowledge that the Declaration may entitle registered holders of the Preferred Securities, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action (as defined therein) with respect to any Event of Default under Section 5.01(a) or (b) and, if such registered holders are so entitled, the Company acknowledges their right to institute a Direct Action against the Company.

Proceedings by Securityholders. No holder of any Debenture Debt Security shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures Debt Securities and unless the holders of not less than 25% in aggregate principal amount of the Debentures Debt Securities then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding; provided, however, that no holder of Debt Securities shall have any right to prejudice the rights of any other holder of Debt Securities, obtain priority or preference over any other such holder or 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. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture Debt Security to receive payment of the principal of, premium, if any, and interest, on such Debenture Debt Security when due, 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 Debt Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture Debt Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Debt Securities 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 DebenturesDebt 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 DebenturesDebt Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities of such series specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity satisfactory to the Trustee as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other such 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 Securities of such series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company, the Guarantor and the Trustee acknowledge that pursuant to each Declaration, the holders of Preferred Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action (as defined therein) with respect to any Event of Default under this Indenture.

Proceedings by Securityholders. No holder of any Debenture Debt Security shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures Debt Securities and unless the holders of not less than 25% in aggregate principal amount of the Debentures Debt Securities then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding; provided, that no holder of Debt Securities shall have any right to prejudice the rights of any other holder of Debt Securities, obtain priority or preference over any other such holder or 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. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture Debt Security to receive payment of the principal of, premium, if any, and interest, interest on such Debenture Debt Security when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Debt Security of any series shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures Debt Securities of such series and unless the holders of not less than 25% in aggregate principal amount of the Debentures Debt Securities of that series then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding; provided that no holder of Debt Securities of -------- ---- any series shall have any right to prejudice the rights of any other holder of Debt Securities of such series, obtain priority or preference over any other such holder or 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 of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture Debt Security to receive payment of the principal of, premium, if any, and interest, on such Debenture Debt Security when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 or trustee or similar official, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, however, the protection and enforcement right of any Holder of any Security to receive payment of the provisions principal of this Sectionand interest, each and every Securityholder and if any, on such Security, on or after the Trustee shall be entitled to such relief as can be given either at law or in equity.respective due dates

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures then Securities at the time outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture Security to receive payment of the principal of, of (premium, if any, ) and interestinterest on such Security, on such Debenture when dueor 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities 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 DebenturesSecurities, 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 DebenturesSecurities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Capital

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 or trustee or similar official, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any Holder of any Security to receive payment of the principal of and interest, if any, on such Security, on or after -32- 39 the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee (or other similar official), or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default with respect to Securities of such series and of the Debentures and unless continuance thereof, as hereinbefore provided, (ii) the holders of not less than 25% twenty-five percent in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall not have received from the holders of a majority in principal amount of the Securities of such series then Outstanding a direction inconsistent with that request, and shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever 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 Debenturesholder of Securities 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 Indenture, except in the manner matter herein provided and for the equal, ratable and common benefit of all holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any holder of any Security to receive payment of the principal of, premium, if any, and interest, if any, on such Security, on or after the respective due dates expressed in such Security, 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, shall not be impaired or affected without the provisions consent of such holder, and no provision of the Securities of any series or of this SectionIndenture shall alter or impair the obligation of the Company, each which is absolute and every Securityholder unconditional, to pay the principal of, premium, if any, and interest, if any, on the Trustee shall be entitled to Securities of such relief as can be given either series at law the respective places, at the respective times, at the respective rates and in the coin or in equitycurrency, therein and herein prescribed.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses expens es and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every 42 52 Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder Holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity reasonably satisfactory to the Trustee as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such noticenotice and such notice has not been rescinded, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of Securities, 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 DebenturesSecurities. Notwithstanding any other provisions in this Indenture, the right of any Holder of any Security to receive payment of the principal of (and premium, if any) and interest, if any, on such Security 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, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. If the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the Holder of Securities held as the assets of the Trust, any registered holder of Preferred Securities may, to the extent permitted by applicable law, institute legal proceedings directly against the Company to enforce such Institutional Trustee’s rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding the foregoing, the Company and the Trustee acknowledge that the Declaration may entitle registered holders of the Preferred Securities, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action (as defined therein) with respect to any Event of Default under Section 5.0l(a) or (b) and, if such registered holders are so entitled, the Company acknowledges their right to institute a Direct Action against the Company.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than 25% twenty-five percent in aggregate principal amount of the Debentures Securities of such series then outstanding or, in the case of any Event of Default described in clause (d) or (e) of Section 6.01, twenty-five per cent in aggregate principal amount of all the Securities at the time outstanding (voting as one class) shall have given made written request upon the Trustee a written request to institute such action, suit action or proceeding proceedings in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 sixty days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit action or proceeding. Notwithstanding any other provisions in this Indenture, however, proceedings and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if any, Section 6.06; it being understood and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and being expressly covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities or Coupons appertaining to such Securities shall have any right in any manner whatsoever whatever by virtue of or by availing himself, herself or itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of Securities or Coupons appertaining to such 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 herein provided and for the equal, ratable and common benefit of all holders of Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.and

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or in bankruptcy, moratorium of payments, liquidation or otherwise upon or under or with respect to this Indenture, or for the appointment of an administrator, bewindvoerder, receiver, custodian, liquidator, curator, sequestrator, trustee or other similar officer or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event of Default default with respect to Securities of such series and of the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request 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 as it may require against the costs, expenses and liabilities to be incurred thereby, therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, proceeding and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if anySection 4.8 during such 60 day period; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures any Securities shall have any right in any manner whatsoever whatever 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 DebenturesHolder of 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 herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of the applicable series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Security or of any Coupon appertaining thereto shall have any right by virtue of or by availing of any provision of this Subordinated Debt 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 Subordinated Debt Indenture or for the appointment of a receiver or trustee (or other similar official), or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default default with respect to such series of Securities and of the Debentures continuance thereof, as hereinbefore provided, and unless also the holders of not less than 25% twenty-five percent in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding, it being understood and intended, and being expressly covenanted by the taker and holder of every Security or Coupon with every other taker and holder and the Trustee, that no one or more holders of Securities of such series or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue of or by availing of any provision of this Subordinated Debt Indenture to affect, disturb or prejudice the rights of any other holder of Securities of such series or Coupons appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any other such holder or to enforce any right under this Subordinated Debt Indenture, except in the matter herein provided and for the equal, ratable and common benefit of all holders of Securities of such series and Coupons appertaining to such Securities. Notwithstanding any other provisions in this Subordinated Debt Indenture, however, the right of any holder of any Debenture Security or Coupon to receive payment of the principal of, premium, if any, and interest, if any, on such Debenture when dueSecurity or Coupon, on or after the respective due dates expressed in such Security or Coupon, or upon redemption, by declaration, repayment or otherwise, or to institute suit for the enforcement of any such paymentpayment on or after such respective dates, shall not be impaired or affected without the consent of such holder holder, and by accepting a Debenture hereunder it is expressly understood, intended and covenanted by no provision of the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures shall have any right in any manner whatsoever by virtue or by availing itself Securities of any provision series or Coupons appertaining to such Securities or of this Subordinated Debt Indenture to affect, disturb shall alter or prejudice impair the rights obligation of the holders of any other DebenturesCompany, or which is absolute and unconditional, to obtain or seek to obtain priority over or preference to any other pay the principal of, premium, if any, and interest, if any, on such holderSecurities and Coupons at the respective places, or to enforce any right under this Indentureat the respective times, except at the respective rates and in the manner coin or currency, therein and herein provided and for the equal, ratable and common benefit of all holders of Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityprescribed.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Debt Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities of such series specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding shall have given the Trustee a 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 as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Debt Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Debt Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.under

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series shall have any right 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 or trustee, or for any other remedy hereunderunder this Indenture, unless such holder Holder previously shall have given to the Trustee written notice of an Event of Default with respect to and of the Debentures continuance thereof, as provided in Section 6.01, and unless also (i) the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee under this Indenture and shall have offered to the Trustee such reasonable security or indemnity as it the Trustee may require against the costs, expenses and liabilities to be incurred therebyin compliance with such request, and (ii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions proceeding and (iii) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in this Indentureprincipal amount of the outstanding Securities of such series; it being understood and intended, however, the right and being expressly covenanted by each Person who acquires and holds a Security of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture series with every other such taker and holder and the TrusteePerson, that no one or more holders Holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of Securities, 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 in this Section 6.05 and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities. For Notwithstanding any other provision of this Indenture, however, the protection right of any Holder of any Security of any series to receive payment of the Principal and interest on such Security on or after the respective due dates, or to institute suit for the enforcement of any such payment on or after such respective dates against the provisions Company, shall not be impaired or affected without the consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security, which right is absolute and unconditional, to receive payment of the principal of (premium, if any) and interest (including Compounded Interest and Additional Sums, if any) on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company acknowledges that, with respect to any Securities held by the Trust or a trustee of such trust, if the Property Trustee of such Trust fails to enforce its rights under this Indenture as the holder of the Securities held as the assets of the Trust, any holder of Preferred Securities may, to the full extent permitted by law, institute legal proceedings directly against the Company to enforce such Property Trustee's rights under this Indenture without first instituting any legal proceedings against such Property Trustee or any other person or entity. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of or premium, if any, or interest on the Securities when due, the Company acknowledges that a holder of Preferred Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or premium, if any, or interest on the Securities having a principal amount equal to the aggregate liquidation amount of the Preferred Securities of such holder on or after the respective due date specified in the Securities.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security, which right is absolute and unconditional, to receive payment of the principal of (premium, if any) and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding outstanding, or, in the case of any Event of Default described in clause (c), (d) or (e) of Section 7.01, 25% in aggregate principal amount of all Securities then outstanding, shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities of the applicable series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any holder of any Security to receive payment of the principal of, premium, if any, and interest on such Security, 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 provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityholder.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures then Securities at the time outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 90 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions , and during such 90 days the holders of a majority in this Indenture, however, the right of any holder of any Debenture to receive payment principal amount of the principal ofSecurities at the time outstanding do not give a direction to the Trustee inconsistent with the request, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. For Notwithstanding any other provisions in this Indenture, however, the protection right of any holder of any Security to receive payment of the principal of (premium, if any) and interest on such Security, 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 provisions consent of such holder and by accepting a Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this SectionIndenture to affect, each and every Securityholder and disturb or prejudice the Trustee shall be entitled rights of the holders of any other Securities, or to obtain or seek to obtain priority over or preference to any other such relief as can be given either at law holder, or in equity.to enforce any right under this

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Debenture Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given the Trustee a made written request upon the Debenture Trustee to institute such action, suit or proceeding in its own name as Debenture Trustee hereunder and shall have offered to the Debenture Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Debenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions proceeding and no direction inconsistent with such written request has been given to the Debenture Trustee during such 60 day period by the holders of a majority in this Indenture, however, the right of any holder of any Debenture to receive payment aggregate principal amount of the principal ofSecurities then outstanding, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of and interest on (including Compounded Interest and Additional Sums, if any) on such Security, on or after the same shall have become due and payable, or to institute suit for the enforcement of any such payment is absolute and unconditional and shall not be impaired or affected without the consent of such holder. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Debenture Trustee shall be entitled to such relief as can be given either at law or in equity. The Corporation and the Debenture Trustee acknowledge that pursuant to the Declaration, the holders of Preferred Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action (as defined therein) with respect to any Event of Default referred to in clause (a) or (b) of Section 5.1.

Proceedings by Securityholders. No holder of any -------------------------------- Debenture shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures and unless the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. SECTION 5.5.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that so long as Xerox Funding Debentures or the Securities are held by the Property Trustee, pursuant to the Declaration, the holders of Trust Preferred Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities; provided, further, that, the Company and the Trustee acknowledge that, so long as the Securities are held solely by Xerox Funding (and no Trust Securities are outstanding), pursuant to the Xerox Funding Indenture, the holders of the Xerox Funding Debentures are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. (a) No holder of any Debenture Security of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at 34 law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures and unless Securities of such series specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding and in its own name as Trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and ; (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions , and (v) during such 60 day period the holders of a majority in this Indenture, however, the right of any holder of any Debenture to receive payment principal amount of the principal of, premium, if anySecurities of that series shall not have given the Trustee a direction inconsistent with the request; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other such 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 Securities of such series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 -32- 39 to this Indenture or for the appointment of a receiver or trustee or similar official, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any Holder of any Security to receive payment of the principal of and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 the Securities or for the appointment of a receiver or trustee or similar official, or for any other remedy hereunderhereunder or thereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% 25 percent in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, but subject to Article Fourteen, the protection right of any Holder of any Security to receive payment of the principal of and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or, if applicable, to convert such Security as provided in Article Thirteen, or to institute suit for the enforcement of any such payment on or after such respective dates or for the provisions enforcement of this Section, each and every Securityholder and any such right to convert shall not be impaired or affected without the Trustee shall be entitled to consent of such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses expens- es and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than 25% twenty-five percent in aggregate principal amount of the Debentures Securities of such series then outstanding or, in the case of any Event of Default described in Section 7.01(d) or 7.01(e), twenty-five per cent in aggregate principal amount of all the Securities at the time outstanding (voting as one class) shall have given made written request upon the Trustee a written request to institute such action, suit action or proceeding proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 sixty days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit action or proceeding. Notwithstanding any other provisions in this Indenture, however, proceedings and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if anySection 7.06; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities or Coupons appertaining to such Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself himself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of Securities or Coupons appertaining to such 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 herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities and Coupons. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provisions in this Indenture, however, the right of any Holder of any Security to receive payment of the principal of (and premium, if any) and interest, if any, and Additional Amounts, if any, on such Security or Coupon, on or after the respective due dates expressed in such Security or Coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. With respect to Original Issue Discount Securities, principal shall mean such amount as shall be due and payable be specified in the terms of such Securities.

Proceedings by Securityholders. No holder of any Debenture Debt Security of any series shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an a continuing Event of Default with respect to the Debentures Debt Securities of such series specifying such Event of Default, as hereinbefore provided, and unless the holders of not less than 25% in aggregate principal amount of the Debentures Debt Securities of that series then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding; provided -------- that, no holder of Debt Securities of any series shall have any right ---- to prejudice the rights of any other holder of Debt Securities of such series, obtain priority or preference over any other such holder or enforce any right under this Indenture except as provided herein and for the equal, ratable and common benefit of all holders of Debt Securities of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture Debt Security to receive payment of the principal of, premium, if any, and interestinterest on, on such Debenture Debt Security when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series shall have any right 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 or trustee, or for any other remedy hereunderunder this Indenture, unless (i) such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures and unless continuance thereof, as provided in Section 6.01, (ii) the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding and in its own name as Trustee under this Indenture, (iii) such Holders shall have offered to the Trustee such reasonable security or indemnity as it the Trustee may require against the costs, expenses and liabilities to be incurred therebyin compliance with such request, and (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions proceeding and (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in this Indentureprincipal amount of the outstanding Securities of such series; it being understood and intended, however, the right and being expressly covenanted by each Person who acquires and holds a Security of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture series with every other such taker and holder and the TrusteePerson, that no one or more holders Holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of Securities, 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 in this Section 6.04 and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities. For Notwithstanding any other provision of this Indenture, however, the protection right of any Holder of any Security of any series to receive payment of the Principal and interest on such Security on or after the respective due dates, or to institute suit for the enforcement of any such payment on or after such respective dates against the provisions Company, shall not be impaired or affected without the consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder of any Debenture Debt Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Debt Securities of such series specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Debt Securities of that series then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Debt Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Debt Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder of Debt Securities 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 Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Debentures. For the protection and enforcement Debt Securities of the applicable series. Notwithstanding any other provisions in this Indenture, however, the right of this Sectionany holder of any Debt Security to receive payment of the principal of (and premium, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.if any) and

Proceedings by Securityholders. No (a) Except as provided in Section 5.04(c) below, no holder of any Debenture Debt Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Indenture Trustee written notice of the occurrence and continuance of an Event of Default with respect to the Debentures Debt Securities specifying such Event of Default, and unless (ii) the holders of not less than 25% in aggregate principal amount of the Debentures Debt Securities then outstanding shall have given the Trustee a made written request upon the Indenture Trustee to institute such action, suit or proceeding in its own name as Indenture Trustee hereunder and shall have offered to the Indenture Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Debt Security with every other such taker and holder and the Indenture Trustee, that no one or more holders holder of Debentures Debt Securities shall have any right in any manner whatsoever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityDebt Securities.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless unless: such holder previously shall have given to the Debenture Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures and unless Securities specifying such Event of Default, as hereinbefore provided the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given the Trustee a made written request upon the Debenture Trustee to institute such action, suit or proceeding and shall in its own name as Debenture Trustee hereunder; such holder or holders have offered to the Debenture Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and ; the Debenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions ; and no direction inconsistent with such written request has been given to the Debenture Trustee during such 60-day period by the holders of a majority in this Indenture, however, the right of any holder of any Debenture to receive payment aggregate principal amount of the principal of, premium, if anyoutstanding Securities; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. For the protection and enforcement of the provisions of this Section, each and every Securityholder The Corporation and the Debenture Trustee shall be entitled acknowledge that pursuant to such relief as can be given either at law the Trust Agreement, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default referred to in clause (a) or in equity(b) of Section 5.1.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Debenture Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given the Trustee a made written request upon the Debenture Trustee to institute such action, suit or proceeding in its own name as Debenture Trustee hereunder and shall have offered to the Debenture Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Debenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest on (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Securities 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 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Debenture Trustee shall be entitled to such relief as can be given either at law or in equity. The Corporation and the Debenture Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default referred to in clause (a) or (b) of Section 5.01.

Proceedings by Securityholders. No Except as contemplated by this Section 5.04, no holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Corporation and the Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Debenture Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given the Trustee a made written request upon the Debenture Trustee to institute such action, suit or proceeding in its own name as Debenture Trustee hereunder and shall have offered to the Debenture Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Debenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of and interest on (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Debenture Trustee shall be entitled to such relief as can be given either at law or in equity. The Corporation and the Debenture Trustee acknowledge that pursuant to the Trust Agreement, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default referred to in clause (a) or (b) of Section 5.01.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 or trustee or similar official, or for any other remedy hereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event Default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any Holder of any Security to receive payment of the principal of, premium, if any, and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Debenture Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given the Trustee a made written request upon the Debenture Trustee to institute such action, suit or proceeding in its own name as Debenture Trustee hereunder and shall have offered to the Debenture Trustee such reasonable indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Debenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of and Interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Debenture Trustee shall be entitled to such relief as can be given either at law or in equity. The Corporation and the Debenture Trustee acknowledge that pursuant to the Declaration, the holders of Preferred Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee (or other similar official), or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default with respect to Securities of such series and of the Debentures and unless continuance thereof, as herein before provided, (ii) the holders of not less than twenty-five percent (25% %) in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall not have received from the holders of a majority in principal amount of the Securities of such series then Outstanding a direction inconsistent with that request, and shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever 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 Debenturesholder of Securities 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 Indenture, except in the manner matter herein provided and for the equal, ratable and common benefit of all holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any holder of any Security to receive payment of the principal of, premium, if any, and interest, if any, on such Security, on or after the respective due dates expressed in such Security, 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 or to convert any Security, shall not be impaired or affected without the provisions consent of such holder, and no provision of the Securities of any series or of this SectionIndenture shall alter or impair the obligation of the Company, each which is absolute and every Securityholder unconditional, to pay the principal of, premium, if any, and interest, if any, on the Trustee shall be entitled to Securities of such relief as can be given either series at law the respective places, at the respective times, at the respective rates and in the coin or in equitycurrency, therein and herein prescribed.

Proceedings by Securityholders. No holder Holder of any Debenture Security of any series or of any coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder Xxxxxx previously shall have given to the Trustee written notice of an Event of Default with respect to and of the Debentures continuance thereof, as hereinbefore provided, and unless also the holders Holders of not less than 25% twenty-five percent in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request upon the Trustee a written request to institute such action, suit action or proceeding proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity reasonably satisfactory as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 sixty days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit action or proceeding. Notwithstanding any other provisions in this Indenture, however, proceedings and no direction inconsistent with such written request shall have been given to the right of any holder of any Debenture Trustee pursuant to receive payment of the principal of, premium, if anySection 6.06; it being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities or coupons appertaining to such Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself himself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of Securities or coupons appertaining to such 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 herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities and coupons. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provisions in this Indenture, however, the right of any Holder of any Security to receive payment of the principal of (and premium, if any) and interest, if any, and Additional Amounts, if any, on such Security or coupon, on or after the respective due dates expressed in such Security or coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. With respect to Original Issue Discount Securities, principal shall mean such amount as shall be due and payable be specified in the terms of such Securities.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Debenture Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given the Trustee a made written request upon the Debenture Trustee to institute such action, suit or proceeding in its own name as Debenture Trustee hereunder and shall have offered to the Debenture Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Debenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest on (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Debenture Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Debenture Trustee shall be entitled to such relief as can be given either at law or in equity. The Corporation and the Debenture Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default referred to in clause (a) or (b) of Section 5.01.

Proceedings by Securityholders. No holder of any Debenture ------------------------------ shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures and unless the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. SECTION 5.5.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Declaration, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action (as defined therein) with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding or, in the case of any Event of Default described in clause (c), (d) or (e) of Section 5.01. 25% in aggregate principal amount of all Securities then outstanding, shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities of the applicable series. For Notwithstanding any other Provisions in this Indenture, however, the protection right of any holder of any Security to receive payment of the principal of, premium, if any, and interest, if any, on such Security, 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 provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityholder.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by availing of any provision of this First Amended and Restated Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this First Amended and Restated Indenture or for the appointment of a receiver or trustee (or other similar official), or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default default with respect to such Security and of the Debentures continuance thereof, as hereinbefore provided, and unless also the holders of not less than 25% twenty-five percent in aggregate principal amount of the Debentures then outstanding Outstanding Securities of the series of which such Security is a part shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this First Amended and Restated Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder of Securities 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 First Amended and Restated Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Debentures. For the protection and enforcement Securities of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityseries.

Proceedings by Securityholders. No holder of any Debenture ------------------------------- shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures and unless the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Security shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Debentures Securities specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities then outstanding shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses expens- es and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (premium, if any) and interest (including Additional Sums and Compounded Interest, if any) and Liquidated Damages, if any, on such Security, 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 Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security with every other such taker and holder and the Trustee, that no one or more holders of Securities shall have any right in any manner whatso- ever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other 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 Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. The Company and the Trustee acknowledge that pursuant to the Trust Agreement, the holders of Capital Securities are entitled, in the circumstances and subject to the limitations set forth therein, to commence a Direct Action with respect to any Event of Default under this Indenture and the Securities.

Proceedings by Securityholders. No holder Holder of any Debenture Securities of any series then Outstanding shall have any right by virtue of or by 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 the Securities or for the appointment of a receiver or trustee or similar official, or for any other remedy hereunderhereunder or thereunder, unless such holder Holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless the holders Holders of not less than 25% 25 percent in aggregate principal amount of the Debentures Securities of such series then outstanding Outstanding shall have given made written request to the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have failed neglected or. refused to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder Holder of every Debenture Security of such series with every other such taker and holder Holder and the Trustee, that no one or more holders Holders of Debentures Securities of such series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture or of the Securities to affect, disturb or prejudice the rights of the holders of any other DebenturesHolder of such Securities of such series, or to obtain or seek to obtain priority over or preference as to any other such holderHolder, or to enforce any right under this IndentureIndenture or the Securities, except in the manner herein provided and for the equal, ratable and common benefit of all holders Holders of DebenturesSecurities of such series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any Holder of any Security to receive payment of the principal of and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityHolder.

Proceedings by Securityholders. No holder of any Debenture Securityholder shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder Securityholder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures Debt Securities and unless the holders of not less than 25% in aggregate principal amount of the Debentures Debt Securities then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding; provided, that no Securityholder shall have any right to prejudice the rights of any other Securityholder, obtain priority or preference over any other such Securityholder or enforce any right under this Indenture except in the manner herein provided and for the equal, ratable and common benefit of all Securityholders. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture Securityholder to receive payment of the principal of, premium, if any, and interest, on such Debenture Debt Security when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 DebenturesSecurityholder. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Proceedings by Securityholders. No holder of any Debenture Security of any series shall have any right by virtue of or by 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 or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event default and of Default with respect to the Debentures continuance thereof, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures Securities of that series then outstanding or, in the case of any Event of Default described in clause (c), (d) or (e) of Section 5.01, 25% in aggregate principal amount of all Securities then outstanding, shall have given made written request upon the Trustee a written request to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if anyit being understood and intended, and interest, on such Debenture when due, 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 hereunder it is being expressly understood, intended and covenanted by the taker and holder of every Debenture Security with every other such taker and holder and the Trustee, that no one or more holders of Debentures Securities of any series shall have any right in any manner whatsoever whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Debenturesholder 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 of DebenturesSecurities of the applicable series. For Notwithstanding any other provisions in this Indenture, however, the protection right of any holder of any Security to receive payment of the principal of, premium, if any, and interest, if any, on such Security, 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 provisions consent of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equityholder.

Proceedings by Securityholders. No holder of any Debenture shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debentures and unless the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding. Center Bancorp, Inc./Indenture/Floating Rate Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if any, and interest, on such Debenture when due, 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 hereunder it is expressly understood, intended and covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more holders of Debentures 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, 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 Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.