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

Trustee May File Proofs of Claims. The Trustee may file such proofs of claim and other papers or 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 Holders allowed in any judicial proceeding relative to the Company or the Subsidiaries (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claim and to distribute the same, and any custodian in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The Trustee may is authorized to file such proofs of claim and other papers or 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 and counsel) and the Holders of the Notes allowed in any judicial proceeding proceedings relative to the Company or the Subsidiaries (or any other obligor upon the SecuritiesNotes), their its creditors or their its property and shall be entitled and empowered to collect collect, receive and receive distribute any monies money or other property payable or deliverable on any such claim and to distribute the same, claims and any custodian in any such judicial proceedings proceeding is hereby authorized by each Holder to make such payments to the Trustee andTrustee, 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee hereunderunder this Indenture, including without limitation, under Section 7.01 hereof. 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 to the Trustee under this Indenture, including without limitation, under Section 7.01 hereof 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 Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder thereofHolder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The In 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 Notes, including each Guarantor or the property of the Company or of such other obligor or their creditors, the Trustee may (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 demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian, in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The In 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 Notes or the property of the Company or of such other obligor or their creditors, the Trustee may (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 demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian, in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The Trustee may file such proofs of claim and other papers or 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 Holders allowed in any judicial proceeding relative to the Company or the Subsidiaries (or any other obligor upon the SecuritiesNotes), their creditors or their property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claim and to distribute the same, and any custodian in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The In 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 Notes or the property of the Company or of such other obligor or their creditors, the Trustee may (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 demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian, in any such judicial proceedings 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 the Trustee as administrative expenses associated with any such proceeding, and in the event that the Trustee shall consent to the Trustee making of such payments directly to Holders, any amount due to it for the reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. 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 6.07 hereof 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 Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The In 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 Notes or the property of the Company or of such other obligor or their creditors, the Trustee may (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 demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, and any custodian in any such judicial proceedings 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 reasonable compensation; tion, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. 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 6.07 hereof 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 Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The Trustee may file such proofs In case of claim and other papers or 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 Holders allowed in any judicial proceeding relative to the Company or the Subsidiaries (or any other obligor upon the Securities)) or its property, their creditors or their property 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 proceeding. In particular, the Trustee shall be authorized to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 607. Nothing herein contained No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee.

Trustee May File Proofs of Claims. The adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities, including the property of the Company or of such other obligor or their creditors, the Trustee may (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) 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 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian, in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The In 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 (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) 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 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian, in any such judicial proceedings 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 reasonable compensation, fees, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The Trustee may file such proofs In case of claim and other papers or 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 Holders allowed in any judicial proceeding relative to the Company or the Subsidiaries (or any other obligor upon the SecuritiesSecurities of any series), their creditors its property or their property and its creditors, 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 claim claims and to distribute the same, ; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 9.7. Nothing herein contained No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Securities of any series any plan of reorganization, arrangement, adjustment or composition affecting the Securities of such series or the rights of any Holder thereof, thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any other obligor upon the Bonds, the Trustee may (irrespective of whether the principal of the Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Bonds then Outstanding and to file such proofs of claim and other papers or 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 and counsel) and of the Holders Bondholders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceedings, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceedings proceeding is hereby authorized by each Holder Bondholder to make such payments to the Trustee Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the HoldersBondholders, 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 hereunder. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The In 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 Notes, or the property of the Company or of such other obligor or their creditors, the Trustee may (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 demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, but is not obligated under this paragraph (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or 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 and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, same in accordance with the terms hereof and of the Intercreditor Agreement; and any custodian Custodian, in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.reasonable

Trustee May File Proofs of Claims. The Trustee may file such proofs In case of claim and other papers or 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 Holders allowed in any judicial proceeding relative to the Company or the Subsidiaries Guarantor (or any other obligor upon the Securities), their creditors its property or their property its creditors, (irrespective of whether the principal of such Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the Guarantor for the payment of any overdue principal, premium or interest or Additional Amounts) the Trustee will 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 will be authorized to collect and receive any monies money or other property payable or deliverable on any such claim claims and to distribute the same, and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceedings proceeding is hereby authorized by each 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 Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements, expenses and advances disbursements of the Trustee, Trustee and its agents and counsel, and any other amounts due the Trustee hereunder. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedingunder Section 9.06.

Trustee May File Proofs of Claims. The Trustee may file such proofs of claim and other papers or 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 Holders allowed in any judicial proceeding relative to the Company or the Subsidiaries (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claim and to distribute the same, and any custodian in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.. Paragraph Numbering Definition: X.

Trustee May File Proofs of Claims. The Trustee may file such proofs In case of claim and other papers or 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 Holders allowed in any judicial proceeding relative to the Company or the Subsidiaries (or any other obligor upon the Securities), their creditors its property or their property and its creditors, the Trustee shall be entitled and empowered empowered, by the 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 claim claims and to distribute the same, ; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 607. Nothing herein contained No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

Trustee May File Proofs of Claims. The In 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, including the property of the Company or of such other obligor or their creditors, the Trustee may (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) 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 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Notes and collect in the manner provided by law out of the property of the Company or other obligor upon the Notes, wherever situated, all the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company or any other obligor upon the Notes under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company or other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, 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 may shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes, and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts payable to the reasonable compensation, expenses, disbursements, Trustee under Section 6.6) and advances of the Trustee, its agents and counsel) and the Holders Securityholders allowed in any judicial proceeding proceedings relative to the Company or the Subsidiaries (or any other obligor upon the Securities)Notes, their or to the creditors or their property of the Company or such other obligor; and (b) unless prohibited by applicable law and shall be entitled and empowered regulations, to vote on behalf of the holders of the Notes in any election of a receiver, assignee, trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings, custodian or other person performing similar functions in respect of any such proceedings; and (c) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims, and to distribute all amounts received with respect to the same, claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official performing similar functions in respect of any such judicial proceedings is hereby authorized by each Holder of the Securityholders to make such payments to the Trustee Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the HoldersSecurityholders, to pay to the Trustee any amount its costs and expenses of collection and all other amounts 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 hereunderpursuant to Section 6.6. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder Securityholder in any such proceeding, except as aforesaid in clause (b).

Trustee May File Proofs of Claims. The In 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 Notes or the property of the Company or of such other obligor or their creditors, the Trustee may (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 demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian, in any such judicial proceedings 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 the Trustee as administrative expenses associated with any such proceeding and, in the event that the Trustee shall consent to the Trustee making of such payments directly to Holders, any amount due to it for the reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. 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 6.07 hereof 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 Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The Trustee may shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the holders of the Debentures, or in any one or more of such capacities, to file such proofs proof of claim and debt, amendment of proof of debt, claim, petition or other papers or documents document 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 holders of the Holders Debentures allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other judicial proceeding proceedings relative to the Company or the Subsidiaries (or any other obligor upon on the Securities), their creditors Debentures or their property creditors, or affecting their property. The Trustee is hereby irrevocably appointed (and the successive respective holders of the Debentures by taking and holding the same shall be entitled conclusively deemed to have so appointed the Trustee) the true and empowered lawful attorney-in-fact of the respective holders of the Debentures, with authority to collect make and receive file in the respective names of the holders of the Debentures or on behalf of the holders 44 54 of the Debentures as a class, subject to deduction from any monies such claims of the amounts of any claims filed by any of the holders of the Debentures themselves, any proof of debt, amendment of proof of debt, claim, petition or other property payable or deliverable on any such claim and to distribute the same, and any custodian document in any such judicial proceedings is hereby authorized by each Holder and to make receipt payment of any sums becoming distributable on account thereof, and to execute any such payments other papers and documents and to do and perform any and all such acts and things for and on behalf of such holders of the Debentures as may be necessary or advisable in the opinion of the Trustee and, in order to have the event that respective claims of the Trustee shall consent and of the holders of the Debentures against the Company or its property allowed in any such proceeding, and to the making receive payment of or on account of such payments directly claims; provided, however, that nothing contained in this Indenture shall be deemed to the Holders, to pay give to the Trustee any amount due right to it accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any Debentureholder. All rights of action and of asserting claims under this Indenture or under any of the Debentures may be enforced by the Trustee without the possession of any of the Debentures or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for payment of expenses and of the reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due be for the Trustee hereunder. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect ratable benefit of the claim holders of any Holder in any such proceedingthe Debentures, subject to the provisions of this Indenture.

Trustee May File Proofs of Claims. The In 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 Notes or the property of the Company or of such other obligor or their creditors, the Trustee may (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 70 -62- Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian, in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The Trustee may file such proofs of claim and other papers or 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 and counsel) and the Holders holders allowed in any judicial proceeding proceedings relative to the Company or the Subsidiaries Guarantors (or any other obligor upon the SecuritiesNotes or the Guarantees), their creditors or their property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claim claims and to distribute the same, and any custodian Custodian in any such judicial proceedings 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 reasonable compensation, expenses, disbursementsdisbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee under Section 7.08 hereof. 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 hereunderunder Section 7.08 hereof 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 Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder holder in any such proceeding.

Trustee May File Proofs of Claims. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Telemundo Holdings or any other obligor upon the Notes or the property of Telemundo Holdings or of such other obligor or their creditors, the Trustee may (irrespective of whether the Accreted Value 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 demand on Telemundo Holdings for the payment of overdue Accreted Value or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of Accreted Value premium, if any, and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian, in any such judicial proceedings 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 the Trustee as administrative expenses associated with any such proceeding, and in the event that the Trustee shall consent to the Trustee making of such payments directly to Holders, any amount due to it for the reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. 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 6.07 hereof 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 Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The Trustee may file is hereby appointed, and each and every holder of the Notes, by receiving and holding the same, shall be conclusively deemed to have appointed the Trustee, the true and lawful attorney-in-fact of such holder, with authority to make or file, in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, arrangement, reorganization or other judicial proceedings relative to the Company or any other obligor upon the Notes or the other Constituent Companies or to their respective creditors or Property, any and all claims, proofs of claim debt, petitions, consents, other documents and other papers or documents amendments of any thereof, 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 holders of the Holders Notes allowed in any judicial proceeding relative to the Company or the Subsidiaries (or any other obligor upon the Securities)such proceeding, their creditors or their property and shall be entitled and empowered to collect and receive any monies moneys or other property Property payable or deliverable on any such claim claim, proof of debt, petition or other document and to distribute the samesame after the deduction of the charges and expenses of the Trustee, and to execute and deliver any custodian and all other papers and documents and to do and perform any and all other acts and things, as they may deem necessary or advisable in order to enforce in any such judicial proceedings any of the claims of the Trustee and of any such holders in respect of any of the Notes; and any receiver, assignee, trustee or debtor in any such proceedings is hereby authorized, and each and every holder of the Notes, by receiving and holding the same, shall be deemed to have authorized by each Holder any such receiver, assignee, trustee or debtor, to make any such payments payment or delivery to or on the Trustee andorder of the Trustee, and in the event that the Trustee shall consent to the making of such payments or deliveries directly to the Holders, holders of the Notes to pay to the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursementsincluding reasonable counsel fees, and advances incurred by it down to the date of the Trusteesuch payment or delivery; provided, its agents and counselhowever, and any other amounts due the Trustee hereunder. Nothing that nothing herein contained shall be deemed to authorize or empower the Trustee to authorize or consent to or accept or adopt adopt, on behalf of any Holder holder of Notes, any plan of reorganization, arrangement, adjustment reorganization or composition readjustment of the Company affecting the Securities Notes or the rights of any Holder holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any Holder holder of any Note in any such proceedingproceedings.

Trustee May File Proofs of Claims. The Trustee may file such proofs of claim and other papers or 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 Holders allowed in any judicial proceeding relative to the Company or the Subsidiaries (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claim and to distribute the same, and any custodian in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.. ARTICLE IX

Trustee May File Proofs of Claims. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, the Guarantors or any other obligor upon the Notes, or the property of the Company, the Guarantors or of such other obligor or their creditors, the Trustee may (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 demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, but is not obligated under this paragraph (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or 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 and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian, in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The Trustee may (a) 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 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian, in any such judicial proceedings 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 reasonable compensation, fees, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The Trustee may file such proofs In case of claim and other papers or 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 Holders allowed in any judicial proceeding relative to the Company or the Subsidiaries (or any other obligor upon the SecuritiesSecurities of any series), their creditors its property or their property and its creditors, 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 claim claims and to distribute the same, ; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceedings 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 Draft - January 14, 2004 Exhibit C payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 9.7. Nothing herein contained No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Securities of any series any plan of reorganization, arrangement, adjustment or composition affecting the Securities of such series or the rights of any Holder thereof, thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proofs of Claims. The In 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, including the property of the Company or of such other obligor or their creditors, the Trustee may (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) 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 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.. 75

Trustee May File Proofs of Claims. The In 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, including the property of the Company or of such other obligor or their creditors, the Trustee may (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) 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 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.. 74

Trustee May File Proofs of Claims. The In 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, including the property of the Company or of such other obligor or their creditors, the Trustee may (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) 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 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, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceeding relative to the Company or the Subsidiaries proceeding, and (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered b) to collect and receive any monies moneys or other property payable or deliverable on any such claim claims and to distribute the same, ; and any custodian Custodian, in any such judicial proceedings 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 reasonable compensation, expenses, disbursements, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunderunder Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.