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

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, or accept or adopt on behalf of any Securityholder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedings.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Issuer, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding. The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters as it deems necessary or advisable.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings proceeding relative to the Company (or any other obligor on upon the Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and to collect and receive any monies moneys or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on upon the Securities), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, proceedings and any custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.7 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedings.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim claim, statements of interest and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, expenses disbursements and advances of the TrusteeTrustee (including counsel, its agents and counselaccountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Securityholders holders allowed in any judicial proceedings relative to the Company (or any other obligor on Issuer, the Securities)Subsidiary Guarantors, any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive participate as a member, voting or otherwise, of any monies official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholdersholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereofholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements disbursements, and advances of the Trustee, its agents agents, and counsel, and any other amounts due to the Trustee under Section 7.07 hereof) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), any of their respective creditors its creditors, or any of their respective property, its property and the Trustee shall be entitled to and empowered to collect collect, receive, and receive distribute any monies money or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, and any custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements disbursements, and advances of the Trustee, its agents agent, and counsel, and any other amounts due the Trustee under Section 7.77.07 hereof. Nothing contained herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on Issuer, the Securities)Company, any of the Guarantors, their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceedingsproceeding. The Trustee shall be entitled to participate in the matters as it deems necessary or advisable, in its sole discretion, including as a member of any official committee of creditors.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Issuers, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.78.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding. The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters as it deems necessary or advisable.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Noteholders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Noteholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersNoteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Noteholder in any such proceedingsproceeding. The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters as it deems necessary or advisable.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Issuer, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding. The Trustee shall be entitled to participate as a member of any officer committee of creditors in the matters as it deems necessary or advisable.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07. The Company’s payment obligations under this Section 6.09 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Issuers, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, indemnities, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7‎Section 8.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding. The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters as it deems necessary or advisable.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim claim, statements of interest and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, expenses disbursements and advances of the TrusteeTrustee (including counsel, its agents and counselaccountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Securityholders holders allowed in any judicial proceedings relative to the Company (or any other obligor on Issuer, the Securities)Guarantors, any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive participate as a member, voting or otherwise, of any monies official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholdersholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereofholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may shall be entitled and empowered to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company or any of its Subsidiaries (or any other obligor on upon the SecuritiesNotes), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counselTrustee under Section 8.07) and the Securityholders Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), any the Guarantor, the creditors of their respective creditors the Company or any the Guarantor, or the property of their respective property, the Company or the Guarantor and the Trustee shall be entitled and empowered to collect and receive any monies moneys, securities or other property payable or deliverable on upon any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.78.07. Nothing herein contained shall be deemed to authorize empower the Trustee to authorize or consent to, or accept or adopt on behalf of any SecurityholderHolder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Securities, the Guarantee or the rights of any Holder thereofunder the Securities or the Guarantee, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), ) as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on upon the Securities), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, proceedings and any custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.7 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedings.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agents, counsel, accountants and counselexperts) and the Securityholders Holders allowed in any judicial proceedings relative to the Company Issuer or Restricted Subsidiaries (or any other obligor on upon the SecuritiesNotes), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07. The Company's payment obligations under this Section 6.09 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counselcounsel and any other amounts due to the Trustee under Section 7.07 hereof) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled to and empowered to collect collect, receive and receive distribute any monies money or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, and any custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07 hereof. Nothing contained herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Securityholders Holders allowed in any judicial proceedings relative to the Company (or any other obligor on of the SecuritiesNotes), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies monies, securities or other property payable or deliverable on upon conversion or exchange of the Notes or upon any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out same. In case of the estate in any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, or accept or adopt on behalf pendency of any Securityholderreceivership, any plan of insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment adjustment, composition or composition affecting other judicial proceeding relative to the Securities of a Series Company or any other obligor upon the Notes or the rights property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any Holder thereofdemand on the Company for the payment of overdue principal, premium, if any, or to authorize the Trustee to vote interest) shall be entitled and empowered, by intervention in respect of the claim of any Securityholder in any such proceedings.proceeding or otherwise,

Trustee May File Proofs of Claim. The In the case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counselTrustee under Section 7.7) and the Securityholders Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies moneys, securities or other property payable or deliverable on upon conversion or exchange of the Securities or upon any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize empower the Trustee to authorize or consent to, or accept or adopt on behalf of any SecurityholderHolder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim claim, statements of interest and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, expenses disbursements and advances of the TrusteeTrustee (including counsel, its agents and counselaccountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Securityholders holders allowed in any judicial proceedings relative to the Company (or any other obligor on Issuers, the Securities)Subsidiary Guarantors, any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive participate as a member, voting or otherwise, of any monies official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholdersholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereofholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), ) as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on upon the Securities), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, proceedings and any custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.7 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedings.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative (including, without limitation, a case or proceeding under any Bankruptcy Law) relating to the Company (Issuer or any other obligor on upon the Securities), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.76.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may shall be entitled and empowered to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company Issuers or any Subsidiary Guarantor (or any other obligor on upon the Securities), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for and the reasonable compensation, expenses, disbursements and advances Holders of the Trustee, its agents and counsel) and the Securityholders Debt Securities allowed in any judicial proceedings relative to the Company (or any other obligor on Company, the Securities), any of their respective Company’s creditors or any of their respective the Company’s property, and and, unless prohibited by law or applicable regulations, may vote on behalf of the Trustee shall be entitled and empowered to collect and receive Holders of Debt Securities in any monies election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder of a Debt Security 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 SecurityholdersHolders of Debt Securities, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the to Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder of a Debt Security any plan of reorganization, arrangement, adjustment or composition affecting the Debt Securities of a Series or the rights of any Holder of a Debt Security thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder of a Debt Security in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counselcounsel and all other amounts due to the Trustee pursuant to Section 7.7) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian custodian, receiver, assignee, trustee, liquidator or other similar official in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7. The Company's payment obligations to the Trustee under this Section 6.9 shall be secured in accordance with the provisions of Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, documents and take such other actions (including sitting on a committee of creditors), as it may determine in its reasonable discretion to be necessary or advisable (including participating as a member of any creditors committee acting in the matter) in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, legal fees and expenses, disbursements and advances of the Trustee, its agents agents, nominees, custodians, counsel, accountants and counselexperts) and the Securityholders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, legal fees and expenses, disbursements and advances of the Trustee, its agents agents, nominees, custodians and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative relating to the Company (Company, the Guarantors or any other obligor on upon the Securities), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, documents and take such other actions (actions, including sitting on participating as a member, voting or otherwise, of any committee of creditors)creditors appointed in the matter, as may be necessary or advisable in order to have the claims of the Trustee (including and the Holders allowed in any claim judicial proceedings relative to the Company, any Subsidiary or any Subsidiary Guarantor, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to first pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel) , and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), any of their respective creditors or any of their respective property, and amounts due the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to under Section 7.7. To the extent that the payment of any such charges and expenses are not paid out of the estate in any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained 7.7 hereof out of the estate in any such proceeding, shall be deemed unpaid 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, money, securities and other properties that the Holders may be entitled to authorize the Trustee to authorize receive in such proceeding whether in liquidation or consent to, or accept or adopt on behalf of any Securityholder, under any plan of reorganization, arrangement, adjustment reorganization or composition affecting the Securities of a Series arrangement 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 proceedingsotherwise.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Issuers, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee for the Securities of any series may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.08) and the Securityholders Holders of Securities of such series allowed in any judicial proceedings relative to the Company (or any other obligor on of the SecuritiesSecurities of such series), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies monies, securities or other property payable or deliverable on upon conversion or exchange of the Securities of such series or upon any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.08. Nothing herein contained shall be deemed to authorize empower the Trustee to authorize or consent to, or accept or adopt on behalf of any SecurityholderHolder of Securities of any series, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series such 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Securityholders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Senior Subordinated Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Senior Subordinated Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders of Securities of any series allowed in any judicial proceedings relative to the Company (or any other obligor on upon the SecuritiesSecurities of any series), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, and any custodian same. Any Custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders of Securities of any series, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of a Series 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 proceedings.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counselcounsel and any other amounts due under Section 7.7) and the Securityholders Noteholders allowed in any judicial proceedings relative to the Company (or any other obligor on upon the SecuritiesNotes), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies moneys or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsit, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Noteholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersNoteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereof, thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder Noteholder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under the Collateral Agreements and Section 7.77.07. The Company's payment obligations under this Section 6.09 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereof, or to authorize the Trustee or the Collateral Agent, as the case may be, to vote in respect of the claim of any Securityholder Holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Security Holders of any series of Securities allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Casella, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Security Holder to make such payments to the TrusteeTrustee 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 any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Security Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series such series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Security Holder in any such proceedingsproceeding. The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters as it deems necessary or advisable.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. The Company's payment obligations under this Section 6.10 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim -77- for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Noteholders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Casella, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Noteholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersNoteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Noteholder in any such proceedingsproceeding. The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters as it deems necessary or advisable.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim claim, statements of interest and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, expenses disbursements and advances of the TrusteeTrustee (including counsel, its agents and counselaccountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Securityholders holders allowed in any judicial proceedings relative to the Company (or any other obligor on Issuer, the Securities)Guarantors, any of the Affiliated Guarantors, their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive participate as a member, voting or otherwise, of any monies official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholdersholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereofholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other pleadings, papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation of the Trustee or for reasonable compensationexpenses, expensesfees, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities), any of Subsidiary Guarantor or their respective creditors or property (including any of their respective propertybankruptcy or insolvency cases or proceedings), and the Trustee shall be is entitled and empowered to collect collect, receive and receive distribute any monies money, securities or other property payable or deliverable on upon conversion or exchange of the Notes or upon any such claims. Any debtor-in-possession, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingscustodian, and any custodian receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that if the Trustee shall consent consents to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, fees, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7hereunder. Nothing herein contained shall in this Indenture will be deemed to authorize empower the Trustee to authorize or consent to, or cast a vote with respect to or otherwise accept or adopt on behalf of any SecurityholderHolder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Securityholders Holders of a series of Securities allowed in any judicial proceedings relative to the Company (or any other obligor on the of such Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies monies, securities or other property payable or deliverable on upon conversion or exchange of the Securities of such series or upon any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Securityholder Holder of such series to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders of such series, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize empower the Trustee to authorize or consent to, or accept or adopt on behalf of any SecurityholderHolder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series the applicable series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder such Holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on upon the Securities), any of their respective its creditors or any of their respective its property, and subject to the Trustee terms of Article 4 hereof and Section 7.06 above, shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.78.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 7.07) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled to and empowered to collect collect, receive and receive distribute any monies money or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, and any custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained in this Indenture shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series or the rights of any Holder thereofHolder, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, documents and take such other actions (including sitting on a committee of creditors), as it may determine to be necessary or advisable (including participating as a member of any creditors committee acting in the matter) in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, legal fees and expenses, disbursements and advances of the Trustee, its agents agents, nominees, custodians, counsel, accountants and counselexperts) and the Securityholders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments shall be made directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, legal fees and expenses, disbursements and advances of the Trustee, its agents agents, nominees, custodians and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including in- cluding any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed al- lowed in any judicial proceedings relative to the Company (or any other obligor on obli- gor upon the Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangementarrange- ment, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under the Intercreditor Agreement, the Collateral Agreements and Section 7.77.07. The Company's payment obligations under this Section 6.10 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may shall be entitled and empowered to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative to the Company or any of its Subsidiaries (or any other obligor on upon the Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under the Collateral Agreements and Section 7.77.07. The Company’s payment obligations under this Section 6.09 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereof, or to authorize the Trustee or the Collateral Agent, as the case may be, to vote in respect of the claim of any Securityholder Holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders, allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (Company, the Co-Issuer or any the other obligor on the Securities), any of Subsidiary Guarantors or its or their respective creditors or any of their respective propertyproperties and, and the Trustee shall unless prohibited by law or applicable regulations, may be entitled and empowered to collect participate as a member of any official committee of creditors appointed in such matter and receive may vote on behalf of the Holders in any monies election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series or the rights of any Holder thereof, thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings (including, in particular, any insolvency proceedings pursuant to any Bankruptcy Law) relative to the Company (Company, QS Wholesale, the Subsidiaries or any other obligor on the Securities), any of its or their respective creditors or any of their respective propertyproperties and, and the Trustee shall unless prohibited by law or applicable regulations, may be entitled and empowered to collect participate as a member of any official committee of creditors appointed in such matter and receive may vote on behalf of the Holders in any monies election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trusteeit, its agents and counsel, its counsel pursuant to Section 7.7 and any other amounts due the Trustee under Section 7.7hereunder. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, indemnities, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Company, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, indemnities, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding. The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters as it deems necessary or advisable.

Trustee May File Proofs of Claim. The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under the Intercreditor Agreement, the Security Documents and Section 7.77.07. The Company’s payment obligations under this Section 6.10 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 7.7) and the Securityholders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim claim, statements of interest and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, expenses disbursements and advances of the TrusteeTrustee (including counsel, its agents and counselaccountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Securityholders holders allowed in any judicial proceedings relative to the Company (or any other obligor on Issuer, the Securities)Subsidiary Guarantors, any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive participate as a member, voting or otherwise, of any monies official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholdersholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, holder any 107 plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereofholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company out-of-pocket expenses (or any other obligor on the Securities), any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expensesreasonable), disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07) and the Holders allowed in any judicial proceedings relative to FelCor LP (or any other obligor of the Notes), its creditors or its property and shall be entitled and empowered to collect and receive any monies, securities or other property payable or deliverable upon conversion or ex-change of the Notes or upon any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, out-of-pocket expenses (to the extent reasonable), disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize empower the Trustee to authorize or consent to, or accept or adopt on behalf of any SecurityholderHolder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents agents, counsel, accountants and counselexperts) and the Securityholders Holders allowed in any judicial proceedings relative to the Company Issuers, any Subsidiary Guarantor or Restricted Subsidiary (or any other obligor on upon the SecuritiesNotes), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedings.Notes or

Trustee May File Proofs of Claim. The Subject to the Intercreditor Agreement, the Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Securityholders Holders allowed in any judicial proceedings relative to the Company Issuers (or any other obligor on of the SecuritiesNotes, including the Guarantors), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies monies, securities or other property payable or deliverable on upon conversion or exchange of the Notes or upon any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize empower the Trustee to authorize or consent to, or accept or adopt on behalf of any SecurityholderHolder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Securityholders Holders of a series of Notes allowed in any judicial proceedings relative to the Company (or any other obligor on the Securitiesof such Notes), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies monies, securities or other property payable or deliverable on upon conversion or exchange of the Notes of such series or upon any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Securityholder Holder of such series to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders of such series, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize empower the Trustee to authorize or consent to, or accept or adopt on behalf of any SecurityholderHolder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes of a Series the applicable series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder such Holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative to the Company (or any other obligor on upon the SecuritiesNotes including the Subsidiary Guarantors), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect collect, receive and receive distribute any monies money or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.6. Nothing herein contained shall be deemed To the extent that the payment of any such compensation, expenses, disbursements and advances to authorize the Trustee, its agents and counsel, and any other amounts due the Trustee to authorize or consent to, or accept or adopt on behalf of any Securityholder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect under Section 7.6 out of the claim of any Securityholder estate in any such proceedings.proceeding, 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, money, securities and other properties that the Holders may be entitled to

Trustee May File Proofs of Claim. (a) The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative to the Company (or any other obligor on upon the Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect collect, receive and receive distribute any monies money or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, claims and any custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the 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 any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.7 hereof. Nothing herein contained To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be deemed 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, money, securities and other properties which the Holders of the Securities may be entitled to authorize the Trustee to authorize receive in such proceeding whether in liquidation or consent to, or accept or adopt on behalf of any Securityholder, under any plan of reorganization, arrangement, adjustment reorganization or composition affecting the Securities of a Series arrangement 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 proceedingsotherwise.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on Company, the Securities)Subsidiaries, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee Section 7.07. The Company's payment obligations under this Section 7.76.09 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim claim, statements of interest and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, expenses disbursements and advances of the TrusteeTrustee (including counsel, its agents and counselaccountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Securityholders holders allowed in any judicial proceedings relative to the Company (or any other obligor on Issuer, the Securities)Subsidiary Guarantors, any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive participate as a member, voting or otherwise, of any monies official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholdersholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, holder any 103 plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereofholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including including, without limitation, any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its it agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or any of their respective property, property and the Trustee shall will be entitled and 62 73 empowered to collect collect, receive and receive distribute any monies money or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, claims and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the Trustee, and in the event that the Trustee shall consent consents to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.79.07 hereof. Nothing contained herein contained shall will be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable properly incurred compensation, expenses, disbursements and disbursements, advances of or any other amounts due to the TrusteeTrustee under Section 7.6, its agents agents, appointees and counsel, accountants and experts) and the Securityholders holders of the Notes allowed in any judicial proceedings relative relating to the Company (Issuer or any Subsidiary Guarantor, their creditors or their property or any other obligor on the Securities)Notes, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder holder of the Notes to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholdersholders of the Notes, to pay to the Trustee any amount due to it for the reasonable properly incurred compensation, expenses, disbursements and advances of the Trustee, its agent and appointee and counsel, and any other amounts due to the Trustee under Section 7.6. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and appointees and counsel, and any other amounts due to the Trustee under Section 7.7. Nothing herein contained 7.6 hereof out of the estate in any such proceeding shall be deemed 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, money, securities and other properties which the holders of the Notes may be entitled to authorize the Trustee to authorize receive in such proceeding whether in liquidation or consent to, or accept or adopt on behalf of any Securityholder, under any plan of reorganization, arrangement, adjustment reorganization or composition affecting the Securities of a Series arrangement 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 proceedingsotherwise.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. The Company's payment obligations under this Section 6.08 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agents, counsel, accountants and counselexperts) and the Securityholders Holders allowed in any judicial proceedings relative to the Company Company, the Issuer or Subsidiary Guarantor (or any other obligor on upon the SecuritiesNotes), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (Issuer or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under the Collateral Agreements and Section 7.77.07. The Issuer’s payment obligations under this Section 6.09 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereof, or to authorize the Trustee or the Collateral Agent, as the case may be, to vote in respect of the claim of any Securityholder Holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of their respective propertya trustee in bankruptcy or other person performing similar functions, and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including in- cluding any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed al- lowed in any judicial proceedings relative to the Company (or any other obligor on obli- gor upon the Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangementarrange- ment, adjustment or composition affecting the Securities of a 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 proceedings.composi-- 67

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. The Company’s payment obligations under this Section 6.09 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may shall be entitled and empowered, but not required, to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company or any of its Subsidiaries (or any other obligor on upon the SecuritiesNotes), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs In case of claim and any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other papers or documents, and take other actions (including sitting on a committee of creditors), as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings proceeding relative to the Company (or any other obligor on upon the Securities), any of their respective creditors its property or any of their respective propertyits creditors, and the Trustee shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any monies moneys or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7607. Nothing herein contained No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series or the rights of any Holder thereof, thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on upon the Securities), any of their respective its creditors or any of their respective its property, and subject to the Trustee terms of Article 4 hereof and Section 7.06 above, shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.78.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedings.of

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, legal fees, disbursements and advances of the Trustee, its agents agents, nominees, custodians, counsel, accountants and counselexperts) and the Securityholders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, legal fees, disbursements and advances of the Trustee, its agents agents, nominees, custodians and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agents, counsel, accountants and counselexperts) and the Securityholders Holders allowed in any judicial proceedings relative to the Company or Restricted Subsidiaries (or any other obligor on upon the SecuritiesNotes), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. The Company's payment obligations under this Section 6.09 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim claim, statements of interest and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, expenses disbursements and advances of the TrusteeTrustee (including counsel, its agents and counselaccountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Securityholders holders allowed in any judicial proceedings relative to the Company (or any other obligor on Issuers, Holdings, the Securities)Subsidiary Guarantors, any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive participate as a member, voting or otherwise, of any monies official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholdersholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereofholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder holder in any such proceedings.proceeding. 115

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including in- cluding any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed al- lowed in any judicial proceedings relative to the Company (or any other obligor on obli- gor upon the Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangementarrange- ment, adjustment or composition affecting the Securities of a 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 proceedingsproceeding. Section 6.10.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on of the Securities), any of their respective creditors or any of their respective propertyits creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other person performing similar functions and the Trustee shall be entitled to and empowered to collect and collect, receive or distribute any monies moneys or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate Custodian in any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments Payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7. Nothing contained herein contained shall be deemed to authorize the Trustee to authorize authorize, or consent to, or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series or the rights of any Holder Holders thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceedings.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agents, counsel, accountants and counselexperts) and the Securityholders Holders allowed in any judicial proceedings relative to the Company Issuers or Restricted Subsidiaries (or any other obligor on upon the SecuritiesNotes), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. The Issuers' payment obligations under this Section 6.09 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may shall be entitled and empowered to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company or any of its Subsidiaries (or any other obligor on upon the Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative relating to the Company (or any other obligor on upon the Securities)Notes, any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under the Security Agreement and Section 7.77.07. The Company's payment obligations under this Section 6.10 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including including, without limitation, any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or any of their respective property, property and the Trustee shall will be entitled and 55 66 empowered to collect collect, receive and receive distribute any monies money or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, claims and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the Trustee, and in the event that the Trustee shall consent consents to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.79.07 hereof. Nothing contained herein contained shall will be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect collect, receive and receive distribute any monies money or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements compensation and advances expenses of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07. To the extent that the payment of any such compensation and expenses of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding, 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, money, securities and other properties that the Securityholders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agents, counsel, accountants and counselexperts) and the Securityholders Holders allowed in any judicial proceedings relative to the Company or Restricted Subsidiaries (or any other obligor on upon the SecuritiesNotes), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. The Company’s payment obligations under this Section 6.09 shall be secured in accordance with the provisions of Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders Holders allowed in any judicial proceedings proceeding relative to the Company (or any other obligor on upon the Securities), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and to collect and receive any monies moneys or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and ​ ​ ​ any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Subject to the subordination provisions of Article 11 hereof, the Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof) and the Securityholders Noteholders allowed in any judicial proceedings relative to the Company Issuer or the Guarantors (or any other obligor on upon the SecuritiesNotes), any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, proceedings and any custodian in any such judicial proceeding is hereby authorized by each Securityholder Noteholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersNoteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.77.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder Noteholder in any such proceedings.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agents, counsel, accountants and counselexperts) and the Securityholders Holders allowed in any judicial proceedings relative to the Company Lennar or Subsidiaries (or any other obligor on upon the SecuritiesNotes), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7. Lennar's payment obligations under this Section 6.9 shall be secured in accordance with the provisions of Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative relating to the Company (any Issuer or any other obligor on the Securities)Guarantor, any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company or the Guarantors (or any other obligor on upon the Securities), any of their respective creditors or any of their respective property, property and the Trustee shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The In case of any judicial proceeding relative to the Company or the Guarantor (or any other obligor upon the Securities), their property or their creditors, the Trustee may shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to file and prove a claim for the whole amount of principal (premium, if any) and interest owing and unpaid in respect of the Securities and to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Securityholders Holders allowed in any such judicial proceedings relative to the Company (or any other obligor on the Securities), any of their respective creditors or any of their respective propertyproceeding, and the Trustee shall be entitled and empowered to collect and receive any monies moneys or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7607. Nothing herein contained No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series or the rights of any Holder thereof, thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder Holder in any such proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, expenses disbursements and advances ad-vances of the TrusteeTrustee (including counsel, its agents and counselaccountants, experts or such other professionals as the Trustee deems reasonably necessary, advisable or appropriate)) and the Securityholders Holders allowed in any judicial proceedings proceed-ings relative to the Company (Issuers or any other obligor on the Securities)Guarantor, any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive partici-xxxx as a member, voting or otherwise, of any monies official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee Trus-tee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall in this Indenture will be deemed to authorize empower the Trustee to authorize or consent to, or accept or adopt on behalf of any SecurityholderHolder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its the Agents and their agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative to the Company (Company, its Subsidiaries or any other obligor on the Securities), any of their respective creditors or properties and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of their respective property, and the Trustee shall be entitled and empowered to collect and receive any monies a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the TrusteeTrustee and the Agents and, and in the event that the Trustee shall consent to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee and the Agents any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its the Agent, their agents and counsel, and any other amounts due the Trustee and the Agents under Section 7.77.6. Nothing herein contained To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, the Agents, their agents and counsel, and any other amounts due to the Trustee and the Agents under Section 7.6 out of the estate in any proceeding shall be deemed to authorize the Trustee to authorize or consent todenied for any reason, or accept or adopt on behalf of any Securityholder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect payment of the claim of any Securityholder in any such proceedings.same 50

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements disburse ments and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative relating to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or any of their respective property, its property and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingssame, and any custodian Custodian in any such judicial proceeding proceedings is hereby authorized by each Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expensesex penses, disbursements and advances of the Trustee, its agents agent and counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including including, without limitation, any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its it agents and counsel) and the Securityholders Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities)Company, any of their respective its creditors or any of their respective property, property and the Trustee shall will be entitled and empowered to collect collect, receive and receive distribute any monies money or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, claims and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder Holder to make such payments to the Trustee, and in the event that the Trustee shall consent consents to the making of such payments directly to the SecurityholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.79.07 hereof. Nothing contained herein contained shall will be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a 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 proceedingsproceeding.

Trustee May File Proofs of Claim. The Trustee may file such proofs of claim claim, statements of interest and other papers or documents, and take other actions (including sitting on a committee of creditors), documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, expenses disbursements and advances of the TrusteeTrustee (including counsel, its agents and counselaccountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Securityholders holders allowed in any judicial proceedings relative to the Company (or any other obligor on Issuer, the Securities)Subsidiary Guarantors, any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to collect and receive participate as a member, voting or otherwise, of any monies official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in bankruptcy or other property payable or deliverable on any such claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedingsPerson performing similar functions, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Securityholder holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholdersholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.77.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to, to or accept or adopt on behalf of any Securityholder, holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series Notes or the rights of any Holder thereofholder, or to authorize the Trustee to vote in respect of the claim of any Securityholder holder in any such proceedings.proceeding. SECTION 6.10