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

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation or the property of the Corporation, 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 demand on the Corporation 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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers) and of the Beneficiaries allowed in such judicial proceeding, and B. to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each 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 Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceeding. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or Other Beneficiary any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiary, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company, any Subsidiary Guarantor or any other obligor upon the Notes or the property of the CorporationCompany, any Subsidiary Guarantor 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 demand on the Corporation Company or any Subsidiary Guarantor for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,: A. (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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect other amounts due the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceedingTrustee under 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Corporation Company, any Subsidiary Guarantor or any other obligor upon the Notes, or the property of the CorporationCompany, such Subsidiary Guarantor 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 demand on the Corporation 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. (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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator or other similar official custodian in any such judicial proceeding is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect other amounts due the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceedingTrustee under 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Issuer or any other obligor upon the Securities or the property of the CorporationIssuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes 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 Corporation Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,: A. (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 then Outstanding Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding proceeding, is hereby authorized by each Noteholder 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 NoteholdersHolders, 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 expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealersother amounts due the Trustee under Section 6.07 hereof. Nothing herein shall affect To the right extent that the payment of any Paying Agentsuch compensation, Authenticating Agentexpenses, Note Registrardisbursements and advances of the Trustee, Deposit Agentits agents and counsel, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs and any other amounts due the Trustee under Section 6.07 hereof out of claim on their own behalf 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company or any other obligor upon the Securities of any series or the property of the CorporationCompany or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Corporation Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, A. (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 then Outstanding Securities of such series and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding proceeding, is hereby authorized by each Noteholder 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 NoteholdersHolders, 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 expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealersother amounts due the Trustee under Section 6.07 hereof. Nothing herein shall affect To the right extent that the payment of any Paying Agentsuch compensation, Authenticating Agentexpenses, Note Registrardisbursements and advances of the Trustee, Deposit Agentits agents and counsel, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs and any other amounts due the Trustee under Section 6.07 hereof out of claim on their own behalf 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company or any other obligor upon the Notes, including each Guarantor or the property of the CorporationCompany 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 demand on the Corporation Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,: A. (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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, ; and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator or other similar official Custodian in any such judicial proceeding is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents other amounts due the Trustee under Section 6.07 hereof. Amounts paid and Broker-Dealers. Nothing herein payable to the Trustee hereunder shall affect the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf constitute administrative expenses in any such bankruptcy proceeding. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company or any other obligor upon the Securities, including each Guarantor or the property of the CorporationCompany or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes 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 Corporation Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, A. (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 then Outstanding Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect other amounts due the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceedingTrustee under 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Issuer or any other obligor upon the Notes or the property of the CorporationIssuer 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 demand on the Corporation Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,: A. (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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding proceeding, is hereby authorized by each Noteholder 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 NoteholdersHolders, 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 expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealersother amounts due the Trustee under Section 6.07 hereof. Nothing herein shall affect To the right extent that the payment of any Paying Agentsuch compensation, Authenticating Agentexpenses, Note Registrardisbursements and advances of the Trustee, Deposit Agentits agents and counsel, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs and any other amounts due the Trustee under Section 6.07 hereof out of claim on their own behalf 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. 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 pendency of sums so due and unpaid, and may prosecute any receivershipsuch action or proceedings to judgment or final decree, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition and may enforce any such judgment or final decree against the Company or other judicial proceeding relative to obligor upon the Corporation or Subordinated Securities and collect in the manner provided by law out of the property of the CorporationCompany or other obligor upon the Subordinated Securities, 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 Subordinated Securities 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 Subordinated Securities, or to the creditors or property of the Company or such other obligor, the Trustee (Trustee, irrespective of whether the principal of the Notes Subordinated 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 pursuant to the Corporation for the payment provisions of overdue principal or interest) this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise,: A. (a) to file and prove a claim or claims for the whole amount of principal, premiumprincipal and interest (or, if anythe Subordinated Securities of any series are Original Issue Discount Subordinated Securities, and interest such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Notes then Outstanding Subordinated Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts payable to the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-DealersTrustee under Section 6.6) and of the Beneficiaries Securityholders allowed in any judicial proceedings relative to the Company or other obligor upon the Subordinated Securities, or to the creditors or property of the Company or such judicial proceeding, other obligor; and B. (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Subordinated Securities of any series 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 moneys or other property payable or deliverable on any such claims claims, and to distribute all amounts received with respect to the sameclaims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, assignee, trustee, or liquidator, sequestrator custodian or other similar official performing similar functions in respect of any such judicial proceeding proceedings is hereby authorized by each Noteholder 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 Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceeding. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or Other Beneficiary any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiary, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.directly

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation or the property of the Corporation, 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 demand on the Corporation 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, principal and interest owing and unpaid in respect of the Notes then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Agents and Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers) and of the Beneficiaries Noteholders allowed in such judicial proceeding, and B. to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each 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 Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Agents and Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or Note Registrar to file proofs of claim on their own behalf in any such proceeding. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or Other Beneficiary any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company or any other obligor upon the Securities, including each Guarantor, if any, or the property of the CorporationCompany or of such other obligor, the Trustee (irrespective of whether the principal of the Notes 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 Corporation 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. (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 then Outstanding Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding proceeding, is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses fees, expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect other amounts due the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceedingTrustee under 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company or any other obligor upon the Notes, including each Guarantor or the property of the CorporationCompany 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 demand on the Corporation Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, A. (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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (B) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect other amounts due the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceedingTrustee under 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company or any other obligor upon the Notes, including each Guarantor, or the property of the CorporationCompany 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 demand on the Corporation Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, A. (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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect other amounts due the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceedingTrustee under 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company, the Guarantors or any other obligor upon the Notes, or the property of the CorporationCompany, the Guarantors 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 demand on the Corporation 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. (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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receivercustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect other amounts due the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceedingTrustee under 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company or the Guarantor (or any other obligor upon the Securities), its property of the Corporationor its creditors, the Trustee (irrespective of whether the principal of the Notes 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 Corporation Company or the Guarantor for the payment of any overdue principal principal, premium or interestinterest or Additional Amounts) shall the Trustee will be entitled and empowered, by intervention in such proceeding or otherwise, A. , to file take any and prove a claim for all actions authorized under the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes then Outstanding and to file such other papers or documents as may be necessary or advisable Trust Indenture Act in order to have the claims of the Holders and the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers) and of the Beneficiaries allowed in any such judicial proceeding. In particular, and B. the Trustee will be authorized to collect and receive any moneys money or other property payable or deliverable on any such claims and to distribute the same; , and any custodian, receiver, assignee, trustee, liquidator, sequestrator sequestrator, or other similar official in any such judicial proceeding is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements, and disbursements advances of the Trustee, Trustee and its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealersother amounts due the Trustee under Section 9.06. Nothing herein shall affect the right No provision of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceeding. Nothing herein contained shall this Indenture will be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting the Notes Securities or the rights of any Holder thereof or Other Beneficiary, or to authorize the Trustee to vote in respect of the claim of any Noteholder 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. 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 pendency of sums so due and unpaid, and may prosecute any receivershipsuch action or proceedings to judgment or final decree, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition and may enforce any such judgment or final decree against the Company or other judicial proceeding relative to obligor upon the Corporation or Securities and collect in the manner provided by law out of the property of the CorporationCompany or other obligor upon the Securities, 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 Securities 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 Securities, or to the creditors or property of the Company or such other obligor, the Trustee (Trustee, irrespective of whether the principal of the Notes 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 pursuant to the Corporation for the payment provisions of overdue principal or interest) this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise,: A. (a) to file and prove a claim or claims for the whole amount of principal, premiumprincipal and interest (or, if anythe Securities of any series are Original Issue Discount Securities, and interest such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Notes then Outstanding Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts payable to the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-DealersTrustee under Section 6.6) and of the Beneficiaries Securityholders allowed in any judicial proceedings relative to the Company or other obligor upon the Securities, or to the creditors or property of the Company or such judicial proceeding, other obligor; and B. (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a 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 moneys or other property payable or deliverable on any such claims claims, and to distribute all amounts received with respect to the sameclaims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, assignee, trustee, or liquidator, sequestrator custodian or other similar official performing similar functions in respect of any such judicial proceeding proceedings is hereby authorized by each Noteholder 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 NoteholdersSecurityholders, 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 and disbursements of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or pursuant to file proofs of claim on their own behalf in any such proceeding. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or Other Beneficiary any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiary, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceedingSection 6.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Issuer or the property of the CorporationIssuer, 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 demand on the Corporation Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, A. (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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, DepositariesTender Agents, Auction Agents, Market Agents and Broker-Dealers) and of the Beneficiaries allowed in such judicial proceeding, and B. (B) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each 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 Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, DepositariesTender Agents, Auction Agents, Market Agents and Broker-Dealers. Nothing herein shall affect the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, DepositaryTender Agent, Auction Agent, Market Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceeding. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or Other Beneficiary any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiary, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company or any other obligor upon the Notes or the property of the CorporationCompany 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 demand on the Corporation Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, A. (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 then Outstanding (and any Additional Amounts thereon) and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding proceeding, is hereby authorized by each Noteholder 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 NoteholdersHolders, 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 expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealersother amounts due the Trustee under Section 6.07 hereof. Nothing herein shall affect To the right extent that the payment of any Paying Agentsuch compensation, Authenticating Agentexpenses, Note Registrardisbursements and advances of the Trustee, Deposit Agentits agents and counsel, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs and any other amounts due the Trustee under Section 6.07 hereof out of claim on their own behalf 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company, any Subsidiary Guarantor or any other obligor upon the Notes or the property of the CorporationCompany, any Subsidiary Guarantor 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 demand on the Corporation Company or any Subsidiary Guarantor for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, A. (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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect other amounts due the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceedingTrustee under 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the --------------------------------- pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company or any other obligor upon the Securities, including each Guarantor or the property of the CorporationCompany or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes 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 Corporation Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, A. (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 then Outstanding Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect other amounts due the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceedingTrustee under 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the --------------------------------- pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation or the property of the Corporation, 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 demand on the Corporation 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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers) and of the Beneficiaries allowed in such judicial proceeding, and B. to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each 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 Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceeding. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or Other Beneficiary any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiary, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Trustee May File Proofs of Claims. 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 pendency of sums so due and unpaid, and may prosecute any receivershipsuch action or proceedings to judgment or final decree, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition and may enforce any such judgment or final decree against the Company or other judicial proceeding relative to obligor upon the Corporation or Subordinated Securities and collect in the manner provided by law out of the property of the CorporationCompany or other obligor upon the Subordinated Securities, 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 Subordinated Securities 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 Subordinated Securities, or to the creditors or property of the Company or such other obligor, the Trustee (Trustee, irrespective of whether the principal of the Notes Subordinated 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 pursuant to the Corporation for the payment provisions of overdue principal or interest) this Section, shall be entitled and empowered, by intervention in such proceeding proceedings or otherwise,: A. (a) to file and prove a claim or claims for the whole amount of principal, premiumprincipal and interest (or, if anythe Subordinated Securities of any series are Original Issue Discount Subordinated Securities, and interest such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Notes then Outstanding Subordinated Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts payable to the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-DealersTrustee under Section 6.6) and of the Beneficiaries Securityholders allowed in any judicial proceedings relative to the Company or other obligor upon the Subordinated Securities, or to the creditors or property of the Company or such judicial proceeding, other obligor; and B. (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Subordinated Securities of any series 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 moneys or other property payable or deliverable on any such claims claims, and to distribute all amounts received with respect to the sameclaims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, assignee, trustee, or liquidator, sequestrator custodian or other similar official performing similar functions in respect of any such judicial proceeding proceedings is hereby authorized by each Noteholder 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 Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceeding. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or Other Beneficiary any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiary, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.of

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Holdings or any other obligor upon the Corporation Notes or the property of the CorporationHoldings or of such other obligor or their creditors, the Trustee (irrespective of whether the principal 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 the Corporation Holdings for the payment of overdue principal Accreted Value or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, A. (a) to file and prove a claim for the whole amount of principalAccreted Value, premium, if any, and interest owing and unpaid in respect of the Notes then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding proceeding, is hereby authorized by each Noteholder 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 NoteholdersHolders, 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 expenses, disbursements and disbursements advances of the Trustee, its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealersother amounts due the Trustee under Section 6.07 hereof. Nothing herein shall affect To the right extent that the payment of any Paying Agentsuch compensation, Authenticating Agentexpenses, Note Registrardisbursements and advances of the Trustee, Deposit Agentits agents and counsel, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs and any other amounts due the Trustee under Section 6.07 hereof out of claim on their own behalf 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation Company, any Subsidiary Guarantor or any other obliger upon the Notes or the property of the CorporationCompany, any Subsidiary Guarantor or of such other obliger 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 demand on the Corporation Company or any Subsidiary Guarantor for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,: A. (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 then Outstanding and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and Counsel and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealerscounsel) and of the Beneficiaries Holders allowed in such judicial proceeding, and B. (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiverCustodian, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder 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 NoteholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Trustee, Trustee its agents and Counsel counsel, and any Paying Agents, Authenticating Agents, Note Registrar, Deposit Agents, Remarketing Agents, Depositaries, Auction Agents and Broker-Dealers. Nothing herein shall affect other amounts due the right of any Paying Agent, Authenticating Agent, Note Registrar, Deposit Agent, Remarketing Agent, Depositary, Auction Agent or Broker-Dealer or to file proofs of claim on their own behalf in any such proceedingTrustee under 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 Noteholder or Other Beneficiary Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or Other Beneficiarythereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.