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holders of a majority in aggregate principal amount of such debt securities then outstanding may also waive on behalf of all holders past defaults with respect to a particular series of debt securities except, unless previously cured, a default in payment of principal, premium, if any, or interest, if any, on any of the debt securities of such series, or the payment of any sinking fund installment or analogous obligation on the debt securities of such series. (Sections 6.01 and 6.07).

Other than the duties of a trustee during a default, the Trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders of debt securities of any series issued thereunder unless such holders shall have oÅered to the Trustee reasonable indemnity. (Sections 7.01 and 7.02). Subject to such indemniÑcation provision, each indenture provides that the holders of a majority in aggregate principal amount of the debt securities of any series issued thereunder at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee thereunder, or exercising any trust or power conferred on such Trustee with respect to the debt securities of such series. However, the Trustee may decline to act if it determines that the proceedings so directed would be illegal or involve it in any personal liability. (Section 6.07).

Senior Debt Securities

The senior debt securities will be unsecured and will rank equally with all of our other unsecured and unsubordinated indebtedness.

Subordinated Debt Securities

The subordinated debt securities will be unsecured. The subordinated debt securities will be subordinate in right of payment to all senior indebtedness. (Section 14.01 of subordinated indenture).

The subordinated indenture deÑnes ""senior indebtedness'' to mean:

‚ the principal of, premium, if any, and interest on all indebtedness for money borrowed other than the subordinated debt securities and any deferrals, renewals or extensions thereof;

‚ obligations arising from any guaranty, letter of credit or similar credit enhancement; and

‚ obligations associated with derivative products such as interest rate and foreign exchange rate swaps, forward sales of interests in commodities, and similar arrangements.

However, the term ""senior indebtedness'' will not include: ‚ any liability for Federal, state, local or other taxes owed or owing by us;

‚ any accounts payable or other liability to trade creditors (other than those obligations referenced in the last two bullet points under the deÑnition of ""senior indebtedness'' above) arising in the ordinary course of business, including instruments evidencing those liabilities;

‚ any indebtedness, guarantee or obligation of ours which is expressly subordinate or junior in right of payment in any respect to any other indebtedness, guarantee or obligation of ours; or

‚ any obligations with respect to any capital stock.


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