Common use of Trustee May File Proof of Claim Clause in Contracts

Trustee May File Proof of Claim. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 4.02, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee or receiver or standby receiver in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedings, and (c) to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, liquidator, custodian or similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and costs properly incurred, all amounts for which the Trustee and any Agent are entitled to indemnification under or pursuant to this Subordinated Indenture and all advances made by the Trustee and each predecessor trustee except as a result of negligence, bad faith or willful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, rehabilitation, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Subordinated Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Trustee May File Proof of Claim. In case there shall be pending proceedings of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer Issuer, the Guarantor (if the Securities are Guaranteed Securities) or any other obligor upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer Issuer, the Guarantor (if the Securities are Guaranteed Securities) or of such other obligorobligor or their creditors, the Trustee, Trustee (irrespective of whether the principal of the Securities of any Securities series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to on the provisions Issuer or the Guarantor (if the Securities are Guaranteed Securities) for the payment of this Section 4.02overdue principal of, premium, if any, or interest on the Securities) shall be entitled and empowered, by intervention in such proceedings proceeding or otherwise: (ai) to file and prove a claim or claims for the whole amount of principal and interest (oramount, if the Securities of any series are Original Issue Discount Securities, or such portion of the principal lesser amount as may be specified provided for in the terms Securities of such series, of principal (and premium, if any) and interest and Additional Amounts, if any, owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for compensation to the Trustee reasonable compensation, expenses, disbursements and each predecessor trusteeadvances of the Trustee, and their respective agents, attorneys its agents and counsel, and for reimbursement of all expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders Holders allowed in any such judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee or receiver or standby receiver in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedingsproceeding, and (cii) to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalfsame; and any trusteecustodian, receiver, liquidatorassignee, custodian trustee, liquidation, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Holder of the Securityholders Securities of such series and coupons to make such payments to the Trustee, and, and in the event that the Trustee shall consent to the making of such payments are made directly to the SecurityholdersHolders, to pay to the Trustee such amounts as shall be sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, each predecessor trustee and their respective agents, attorneys agents and counsel, and all any other expenses and costs properly incurred, all amounts for which due the Trustee and or any Agent are entitled to indemnification predecessor Trustee under or pursuant to this Subordinated Indenture and all advances made by the Trustee and each predecessor trustee except as a result of negligence, bad faith or willful misconductSection 606. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder or Security or coupon any plan of reorganization, rehabilitation, arrangement, adjustment or composition affecting the Securities of any series or coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder of a Security or coupon in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Subordinated Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Trustee May File Proof of Claim. In Subject to the provisions of subordination, Write-Down and Cancellation, Going Concern Write-Down, or cancellation of interest payments set forth in this Perpetual Subordinated Indenture or related provisions of the Securities, in case there shall be pending judicial proceedings relative to the Issuer Company or any other obligor upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligorliquidation, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 4.02Section, shall be entitled and empowered, by intervention in such judicial proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trusteeTrustee, and their respective its agents, attorneys and counsel, and for reimbursement of all liabilities and reasonable expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trusteeTrustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer Company or other obligor upon the Securities of any series, or to the creditors or property of the Issuer Company or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders holders of the Securities of any series in any election of a trustee or a standby trustee or liquidator, trustee, receiver or standby receiver custodian in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedings, and (c) to collect and receive any monies moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any liquidator, trustee, receiver, liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective its agents, attorneys and counsel, and all other liabilities and reasonable expenses and costs properly incurred, all amounts for which the Trustee and any Agent are entitled to indemnification under or pursuant to this Subordinated Indenture and all advances made made, by the Trustee and each predecessor trustee except as a result of negligence, bad faith or willful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, rehabilitation, arrangement, adjustment or composition liquidation affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy liquidator or similar person. All rights of action and of asserting claims under this Perpetual Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee Trustee and their its respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Perpetual Subordinated Indenture to which the Trustee shall be a party) ), the Trustee shall be held to represent all the Holders holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings. For the avoidance of doubt, nothing in this Section 4.02 shall be construed to impair the effectiveness of the provisions of subordination, Write-Down and Cancellation, Going Concern Write-Down or cancellation of interest set forth in this Perpetual Subordinated Indenture or related provisions of the Securities.

Trustee May File Proof of Claim. In Subject to the provisions of subordination, Going Concern Write-Down or Write-Down, or cancellation of interests set forth in this Perpetual Subordinated Indenture or related provisions of the Securities, in case there shall be pending judicial proceedings relative to the Issuer Company or any other obligor upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligorliquidation, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 4.02Section, shall be entitled and empowered, by intervention in such judicial proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trusteeTrustee, and their respective its agents, attorneys and counsel, and for reimbursement of all liabilities and reasonable expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trusteeTrustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer Company or other obligor upon the Securities of any series, or to the creditors or property of the Issuer Company or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders holders of the Securities of any series in any election of a trustee or a standby trustee or liquidator, trustee, receiver or standby receiver custodian in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedings, and (c) to collect and receive any monies moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any liquidator, trustee, receiver, liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective its agents, attorneys and counsel, and all other liabilities and reasonable expenses and costs properly incurred, all amounts for which the Trustee and any Agent are entitled to indemnification under or pursuant to this Subordinated Indenture and all advances made made, by the Trustee and each predecessor trustee except as a result of negligence, bad faith or willful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, rehabilitation, arrangement, adjustment or composition liquidation affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy liquidator or similar person. All rights of action and of asserting claims under this Perpetual Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee Trustee and their its respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Perpetual Subordinated Indenture to which the Trustee shall be a party) ), the Trustee shall be held to represent all the Holders holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings. For the avoidance of doubt, nothing in this Section 4.02 shall be construed to impair the effectiveness of the provisions of subordination, Going Concern Write-Down or Write-Down and Cancellation, or cancellation of interests set forth in this Perpetual Subordinated Indenture or related provisions of the Securities.

Trustee May File Proof of Claim. In case there shall be pending proceedings of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer Company, the Guarantor or any other obligor upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer Company, the Guarantor or of such other obligorobligor or their creditors, the Trustee, Trustee (irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to on the provisions Company or the Guarantor for payment of this Section 4.02overdue principal, premium or interest) shall be entitled and empowered, by intervention in such proceedings proceeding or otherwise:, (ai) to file and prove a claim or claims for the whole amount of principal principal, premium, if any, and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the any Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims claim of the Trustee (including any claim for compensation to the Trustee reasonable compensation, expenses, disbursements and each predecessor trusteeadvances of the Trustee, and their respective agents, attorneys its agents and counsel, and for reimbursement of all expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series allowed in any election of a trustee or a standby trustee or receiver or standby receiver in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedingssuch judicial proceeding, and (cii) to collect and receive any monies moneys or other property payable or deliverable on any such claims, claims and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Holder of the Securityholders Securities to make such payments to the Trustee, and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersSecurity Holders, to pay to the Trustee such amounts as shall be sufficient any amount due to cover it for the reasonable compensation to expenses, disbursements and advances of the Trustee, each predecessor trustee and their respective agents, attorneys its agents and counsel, and any other amounts due the Trustee under Section 6.07. To the extent that such payment of reasonable compensation, expenses, disbursements, advances and other amounts out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and other expenses and costs properly incurred, all amounts for property which the Trustee and any Agent are Holders of the Securities may be entitled to indemnification receive in such proceedings, whether in liquidation or under any plan of reorganization or pursuant to this Subordinated Indenture and all advances made by the Trustee and each predecessor trustee except as a result of negligence, bad faith arrangement or willful misconductotherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder of Securities any plan of reorganization, rehabilitation, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder of Securities in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Subordinated Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Trustee May File Proof of Claim. In Subject to the provisions of subordination, Write-Down and Cancellation, Going Concern Write-Down, or cancellation of interest payments (including Additional Amounts with respect thereto, if any) set forth in this Indenture or related provisions of the Securities, in case there shall be pending judicial proceedings relative to the Issuer Company or any other obligor upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligorliquidation, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 4.02otherwise, shall be entitled and empowered, by intervention in such judicial proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trusteeTrustee, and their respective its agents, attorneys and counsel, and for reimbursement of all liabilities and reasonable expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trusteeTrustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer Company or other obligor upon the Securities of any series, or to the creditors or property of the Issuer Company or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders holders of the Securities of any series in any election of a trustee or a standby trustee or liquidator, trustee, receiver or standby receiver custodian in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedings, and (c) to collect and receive any monies moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective its agents, attorneys and counsel, and all other liabilities and reasonable expenses and costs properly incurred, all amounts for which the Trustee and any Agent are entitled to indemnification under or pursuant to this Subordinated Indenture and all advances made made, by the Trustee and each predecessor trustee except as a result of negligence, bad faith or willful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, rehabilitation, arrangement, adjustment or composition liquidation affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy liquidator or similar person. All rights of action and of asserting claims under this Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee Trustee and their its respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Subordinated Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Trustee May File Proof of Claim. In case there shall be pending proceedings of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer Company, or any other obligor upon the Securities under any applicable bankruptcySecurities, civil rehabilitation, reorganization, insolvency their creditors or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession the Property of the Issuer Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, Trustee (irrespective of whether the principal of any the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to on the provisions Company or such other obligor for the payment of this Section 4.02overdue principal, premium, if any, Liquidated Damages, if any, or interest) shall be entitled and empowered, by intervention in such proceedings proceeding or otherwise:, (a) to file and prove a claim or claims claim, to the extent permitted by law, for the whole amount of principal and interest (orpremium, if the Securities of any series are Original Issue Discount Securitiesany, such portion of the principal amount as may be specified in the terms of such series) and interest or Liquidated Damages, if any, owing and unpaid in respect of the Securities of any series, and to file such other papers or documents and take any other actions including participation as a full member of any creditor or other committee as may be necessary or advisable in order to have the claims of the Trustee (including any claim for compensation to the Trustee reasonable compensation, expenses, disbursements and each predecessor trusteeadvances of the Trustee, and their respective agents, attorneys its agents and counsel, and for reimbursement of all expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders Holders allowed in any such judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee or receiver or standby receiver in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedings, and (cb) to collect and receive any monies money or other property Property payable or deliverable on any such claims, claims and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalfsame; and any trusteecustodian, receiver, assignee, trustee, liquidator, custodian sequestrator or similar official in any such judicial proceeding is hereby authorized by each of the Securityholders Holder to make such payments to the Trustee, Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee such amounts as shall be sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Trustee, each predecessor trustee and their respective agents, attorneys its agents and counsel, and all any other expenses and costs properly incurred, all amounts for which due the Trustee and any Agent are entitled to indemnification under or pursuant to this Subordinated Indenture and all advances made by the Trustee and each predecessor trustee except as a result of negligence, bad faith or willful misconductSection 6.6 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder any plan of reorganization, rehabilitation, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Subordinated Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Trustee May File Proof of Claim. In Subject to the provisions of subordination, Write-Down and Cancellation, Going Concern Write-Down, or cancellation of interest payments (including Additional Amounts with respect thereto, if any) set forth in this Indenture or the Securities, in case there shall be pending judicial proceedings relative to the Issuer Company or any other obligor upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligorliquidation, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 4.02Section, shall be entitled and empowered, by intervention in such judicial proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trusteeTrustee, and their respective its agents, attorneys and counsel, and for reimbursement of all liabilities and reasonable expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trusteeTrustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer Company or other obligor upon the Securities of any series, or to the creditors or property of the Issuer Company or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders holders of the Securities of any series in any election of a trustee or a standby trustee or liquidator, trustee, receiver or standby receiver custodian in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedings, and (c) to collect and receive any monies moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any liquidator, trustee, receiver, liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective its agents, attorneys and counsel, and all other liabilities and reasonable expenses and costs properly incurred, all amounts for which the Trustee and any Agent are entitled to indemnification under or pursuant to this Subordinated Indenture and all advances made made, by the Trustee and each predecessor trustee except as a result of negligence, bad faith or willful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, rehabilitation, arrangement, adjustment or composition liquidation affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy liquidator or similar person. All rights of action and of asserting claims under this Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee Trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee Trustee and their its respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Subordinated Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings. For the avoidance of doubt, nothing in this Section shall be construed to impair the effectiveness of the interest cancellation provisions of Article 3, the subordination provisions of Article 12, the Write-Down and Cancellation provisions of Article 13 or the Going Concern Write-Down provisions of Article 14 of this Indenture or in the Securities.

Trustee May File Proof of Claim. In case there shall be pending proceedings of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer Issuer, the Guarantor (if the Securities are Guaranteed Securities) or any other obligor upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer Issuer, the Guarantor (if the Securities are Guaranteed Securities) or of such other obligorobligor or their creditors, the Trustee, Trustee (irrespective of whether the principal of the Securities of any Securities series shall then be due and payable as therein expressed or by declaration or otherwise other wise and irrespective of whether the Trustee shall have made any demand pursuant to on the provisions Issuer or the Guarantor (if the Securities are Guaranteed Securities) for the payment of this Section 4.02overdue principal of, premium, if any, or interest on the Securities) shall be entitled and empowered, by intervention in such proceedings proceeding or otherwise: (ai) to file and prove a claim or claims for the whole amount of principal and interest (oramount, if the Securities of any series are Original Issue Discount Securities, or such portion of the principal lesser amount as may be specified provided for in the terms Securities of such series, of principal (and premium, if any) and interest and Additional Amounts, if any, owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for compensation to the Trustee reasonable compensation, expenses, disbursements and each predecessor trusteeadvances of the Trustee, and their respective agents, attorneys its agents and counsel, and for reimbursement of all expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders Holders allowed in any such judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligorproceeding, (bii) unless prohibited by applicable law and regulationsto participate as a member, to vote on behalf of the Holders of the Securities voting or otherwise, of any series official committee of creditors appointed in any election of a trustee or a standby trustee or receiver or standby receiver in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedingssuch matter, and (ciii) to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalfsame; and any trusteecustodian, receiver, liquidatorassignee, custodian trustee, liquidation, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Holder of the Securityholders Securities of such series and coupons to make such payments to the Trustee, and, and in the event that the Trustee shall consent to the making of such payments are made directly to the SecurityholdersHolders, to pay to the Trustee such amounts as shall be sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, each predecessor trustee and their respective agents, attorneys agents and counsel, and all any other expenses and costs properly incurred, all amounts for which due the Trustee and or any Agent are entitled to indemnification predecessor Trustee under or pursuant to this Subordinated Indenture and all advances made by the Trustee and each predecessor trustee except as a result of negligence, bad faith or willful misconductSection 606. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder Holder or Security or coupon any plan of reorganization, rehabilitation, arrangement, adjustment or composition affecting the Securities of any series or 44 coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder of a Security or coupon in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings proceeding brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Subordinated Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was takenSecurities, and it shall not be necessary to make any Holders of such the Securities parties to any such proceedings.

Trustee May File Proof of Claim. In Subject to the provisions of subordination or Non-Viability Write-Down set forth in this Fixed-Term Subordinated Indenture or related provisions of the Securities, in case there shall be pending judicial proceedings relative to the Issuer Company or any other obligor upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer Company or other obligor upon the Securities of any series, or to the creditors or property of the Issuer Company or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 4.02Section, shall be entitled and empowered, by intervention in such judicial proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trusteeTrustee, and their respective its agents, attorneys and counsel, and for reimbursement of all liabilities and reasonable expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trusteeTrustee, except as a result of negligence, bad faith or willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer Company or other obligor upon the Securities of any series, or to the creditors or property of the Issuer Company or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders holders of the Securities of any series in any election of a trustee or a standby trustee or receiver or standby receiver in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedings, and (c) to collect and receive any monies moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor trustee and their respective its agents, attorneys and counsel, and all other liabilities and reasonable expenses and costs properly incurred, all amounts for which the Trustee and any Agent are entitled to indemnification under or pursuant to this Subordinated Indenture and all advances made made, by the Trustee and each predecessor trustee except as a result of negligence, bad faith or willful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, rehabilitation, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Fixed-Term Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee Trustee and their its respective agents and attorneys, shall be for the ratable benefit of the Holders holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Fixed-Term Subordinated Indenture to which the Trustee shall be a party) ), the Trustee shall be held to represent all the Holders holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders holders of such Securities parties to any such proceedings. For the avoidance of doubt, nothing in this Section 4.02 shall be construed to impair the effectiveness of the provisions of subordination or Non-Viability Write-Down set forth in this Fixed-Term Subordinated Indenture or related provisions of the Securities.