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

Trustees May File Proofs of Claim. 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, each Trustee (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 either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (if any) or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal and premium (if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee and, in the event that such Trustee shall consent to the making of such payments directly to the Holders, to pay to such Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of each Trustee, its agents and counsel, and any other amounts due to such Trustee under Section 6.07. Nothing herein contained shall be deemed to authorize the Trustees 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 Trustees to vote in respect of the claim of any Holder in any such proceeding.

Trustees May File Proofs of Claim. 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, each Trustee (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 either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (premium, if any) , or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal (and premium (premium, if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (interest, if any) , owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee and, in the event that such Trustee shall consent to the making of such payments directly to the Holders, to pay to such Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of each Trustee, its agents and counsel, and any other amounts due to such Trustee under Section 6.07. Nothing herein contained shall be deemed to authorize the Trustees 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 Trustees to vote in respect of the claim of any Holder in any such proceeding.

Trustees May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company Corporation or any other obligor upon the Securities Securities, or the property or creditors of the Company Corporation or of such any other obligor or their creditorsunder the Securities, each Trustee (the Trustees, 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 either the U.S. Trustee shall have made any demand on the Company Corporation for the payment of overdue principalpremium, premium (if any) Additional Amounts or interest) , shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) , to file take any and prove a claim for all actions authorized under the whole amount of principal and premium (if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable Trust Indenture Legislation in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and of the Holders and the Trustees allowed in any such judicial proceeding. In particular, and (ii) the U.S. Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; , and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to such the U.S. Trustee and, in the event that such the U.S. Trustee shall consent to the making of such payments directly to the Holders, to pay to such the U.S. Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of each Trustee, of the U.S. Trustee and its agents and counselcounsels, and any other amounts due to such either Trustee under Section 6.076.7. Nothing herein contained No provision of this Indenture shall be deemed to authorize the Trustees 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 Trustees to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustees 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.

Trustees May File Proofs of Claim. 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, each Trustee (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 either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (premium, if any) , or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal (and premium (premium, if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (interest, if any) , owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee and, in the event that such Trustee shall consent to the making of such payments directly to the Holders, to pay to such Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of each Trustee, its agents and counsel, and any other amounts due to such Trustee under Section 6.077.07. Nothing herein contained shall be deemed to authorize the Trustees 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 Trustees to vote in respect of the claim of any Holder in any such proceeding.

Trustees May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or Corporation, the Guarantor, any other obligor upon the Securities Securities, or the property or creditors of the Company Corporation, the Guarantor or of such any other obligor or their creditorsunder the Securities, each Trustee (the Trustees, 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 either the U.S. Trustee shall have made any demand on the Company Corporation or the Guarantor for the payment of overdue principalpremium, premium (if any) Additional Amounts or interest) , shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) , to file take any and prove a claim for all actions authorized under the whole amount of principal and premium (if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable Trust Indenture Legislation in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and of the Holders and the Trustees allowed in any such judicial proceeding. In particular, and (ii) the U.S. Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; , and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to such the U.S. Trustee and, in the event that such the U.S. Trustee shall consent to the making of such payments directly to the Holders, to pay to such the U.S. Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of each Trustee, of the U.S. Trustee and its agents and counselcounsels, and any other amounts due to such either Trustee under Section 6.076.7. Nothing herein contained No provision of this Indenture shall be deemed to authorize the Trustees 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 Guarantee or the rights of any Holder thereof or to authorize the Trustees to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustees 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.

Trustees May File Proofs of Claim. In case of the pendency event of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition actual or other judicial pending case or proceeding under any Bankruptcy Law relative to the Company Issuer and its debts or any other obligor upon the Securities Guarantor and their debts or the property Property of the Company Issuer or of such any other obligor Guarantor or their creditors, each Trustee the Trustees (irrespective of whether the principal of the Securities Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether either Trustee the Trustees shall have made any demand on the Company Issuer for the payment of overdue principalprincipal (and premium, premium (if any) or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,, in their own names on behalf of the Holders of Notes and as Collateral Agent and the fondé de pouvoir (holder of the power of attorney) of the Holders of Notes: (ia) to file and prove a claim for the whole amount of principal (and premium (if any)premium, or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) and interest owing and unpaid in respect of the Securities Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee the Trustees (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trusteethe Trustees, its their agents and counsel) and of the Holders of Notes allowed in such judicial proceeding, ; and (iib) to collect and receive any moneys monies or other securities or property payable or deliverable on upon the conversion or exchange of such securities or upon any such claims and to distribute the same; , and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding custodian is hereby authorized by each Holder of Note to make such payments to such Trustee the Trustees and, in the event that such Trustee the Trustees shall consent to the making of such payments directly to the HoldersHolders of Notes, to pay to such Trustee the Trustees any amount due to it for the reasonable compensation, expenses, disbursements and advances of each Trusteethe Trustees, its their agents and counsel, and any other amounts due to such Trustee under Section 6.07the Trustees hereunder. Nothing herein contained shall be deemed to authorize the Trustees to authorize or consent to or accept or adopt on behalf of any Holder of Note any plan of reorganization, arrangement, arrangement or adjustment or composition affecting the Securities Notes or the rights of any Holder thereof of Note thereof, or to authorize the Trustees to vote in respect of the claim of any Holder of Note in any such proceeding.

Trustees May File Proofs of Claim. 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, each Trustee (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 either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (premium, if any) , or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (ia) to file and prove a claim for the whole amount of principal (and premium (premium, if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (interest, if any) , owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (iib) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee and, in the event that such Trustee shall consent to the making of such payments directly to the Holders, to pay to such Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of each Trustee, its agents and counsel, and any other amounts due to such Trustee under Section 6.076.7. Nothing herein contained shall be deemed to authorize the Trustees 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 Trustees to vote in respect of the claim of any Holder in any such proceeding.

Trustees May File Proofs of Claim. In the case of a default under Section 6.1(a) or 6.1(b), the Trustees may recover judgment in their own names and as trustees of an express trust against the Issuer and/or the Guarantors for the whole amount then due and payable. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company Issuer or the applicable Guarantors (or any other obligor upon the Securities such Securities), its property or the property of the Company or of such other obligor or their its creditors, each Trustee (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 either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (if any) or interest) Trustees shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) , to file take any and prove a claim for all actions authorized under the whole amount of principal and premium (if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable Trust Indenture Laws in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and of the Holders and the Trustees allowed in any such judicial proceeding. In particular, and (ii) the Trustees shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee the Trustees and, in the event that such Trustee the Trustees shall consent to the making of such payments directly to the Holders, to pay to such Trustee the Trustees any amount due to it them for the reasonable compensation, expenses, disbursements and advances of each Trusteethe Trustees, its their agents and counsel, and any other amounts due to such Trustee the Trustees under Section 6.077.10. Nothing herein contained No provision of this Indenture shall be deemed to authorize the Trustees 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 Trustees to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustees 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.

Trustees May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to against the Company pursuant to or under any other obligor upon the Securities or the property of the Company or of such other obligor or their creditorsBankruptcy Laws, each Trustee (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 either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (if any) principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,: (ia) to file and prove a claim for the whole amount of principal (and premium (if any)premium, or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, ; and (iib) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee and, in the event that such Trustee shall consent to the making of such payments directly to the HoldersHolders (and such direct payments to Holders shall not be allowed without such Trustee's consent), to pay to such Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of each Trustee, its agents and counsel, and any other amounts due to such Trustee Trustees under Section 6.07607. Nothing herein contained shall be deemed to authorize the Trustees to authorize or consent to or accept or adopt on behalf of any Holder any proposal, plan of reorganization, arrangement, adjustment or composition or other similar arrangement affecting the Securities or the rights of any Holder thereof thereof, or to authorize the Trustees to vote in respect of the claim of any Holder in any such proceeding.

Trustees May File Proofs of Claim. In case The Trustees may file proofs 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, each Trustee (irrespective of whether the principal of the Securities shall then be due claim and payable as therein expressed or by declaration or otherwise and irrespective of whether either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (if any) or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal and premium (if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee the Trustees (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trusteeeach of the Trustees, its their respective agents and counsel) and the Holders of the Holders Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes, including the Guarantors), its creditors or its property and is entitled and empowered to participate as a member in any official committee of creditors appointed in such judicial proceedingmatter and to collect, and (ii) to collect receive and receive distribute 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 or other similar official claims. Any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee andthe Trustees, and in the event that such Trustee the Trustees shall consent to the making of such payments directly to the Holders, to pay to such Trustee the Trustees any amount due to it each of them for the reasonable compensation, expenses, disbursements and advances of each Trustee, its the Trustees and their respective agents and counsel, and any other amounts due to such Trustee the Trustees under Section 6.077.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustees, their respective agents and counsel, and any other amounts due the Trustees under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the 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 Trustees either 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 Holder, or to authorize the Trustees either Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustees May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company Corporation or any other obligor upon the Securities or the property of the Company Corporation or of such other obligor or their creditors, each Trustee the Trustees (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 either Trustee the Trustees shall have made any demand on the Company Corporation for the payment of overdue principal, premium (premium, if any) , or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal (and premium (premium, if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) owing and unpaid in respect of the Securities and to file such other papers or documents and take such other actions, including participating as a member, voting or otherwise, of any official committee of creditors appointed in such matter, as may be necessary or advisable in order to have the claims of such Trustee the Trustees (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trusteethe Trustees, its their agents and counsel) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee the Trustees and, in the event that such Trustee the Trustees shall consent to the making of such payments directly to the Holders, to pay to such Trustee the Trustees any amount due to it them for the reasonable compensation, expenses, disbursements and advances of each Trusteethe Trustees, its their agents and counsel, and any other amounts due to such Trustee the Trustees under Section 6.07608. Nothing herein contained shall be deemed to authorize the Trustees 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 Trustees to vote in respect of the claim of any Holder in any such proceedingproceeding except as aforesaid, to vote for the election of a trustee in bankruptcy or similar person or to participate as a member, voting or otherwise on any committee of creditors.

Trustees May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to against the Company pursuant to or under any other obligor upon the Securities or the property of the Company or of such other obligor or their creditorsBankruptcy Laws, each Trustee (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 either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (if any) principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,: (ia) to file and prove a claim for the whole amount of principal (and premium (if any)premium, or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, ; and (iib) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee and, in the event that such Trustee shall consent to the making of such payments directly to the HoldersHolders (and such direct payments to Holders shall not be allowed without such Trustee's consent), to pay to such Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of each Trustee, its agents and counsel, and any other amounts due to such Trustee Trustees under Section 6.07607. Nothing herein contained shall be deemed to authorize the Trustees to authorize or consent to or accept or adopt on behalf of any Holder any proposal, plan of reorganization, arrangement, adjustment or composition or other similar arrangement affecting the Securities or the rights of any Holder thereof thereof, or to authorize the Trustees to vote in respect of the claim of any Holder in any such proceeding.. 57

Trustees May File Proofs of Claim. In case The U.S. Trustee may file proofs 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, each Trustee (irrespective of whether the principal of the Securities shall then be due claim and payable as therein expressed or by declaration or otherwise and irrespective of whether either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (if any) or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal and premium (if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee the Trustees (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trusteeeach of the Trustees, its their respective agents and counsel) and the Holders of the Holders Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes, including the Guarantors), its creditors or its property and is entitled and empowered to participate as a member in any official committee of creditors appointed in such judicial proceedingmatter and to collect, and (ii) to collect receive and receive distribute 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 or other similar official claims. Any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee andthe Trustees, and in the event that such Trustee the Trustees shall consent to the making of such payments directly to the Holders, to pay to such Trustee the Trustees any amount due to it each of them for the reasonable compensation, expenses, disbursements and advances of each Trustee, its the Trustees and their respective agents and counsel, and any other amounts due to such Trustee the Trustees under Section 6.077.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustees, their respective agents and counsel, and any other amounts due the Trustees under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the 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 Trustees either 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 Holder, or to authorize the Trustees either Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustees May File Proofs of Claim. 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, each Trustee (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 either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (premium, if any) , or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal (and premium (premium, if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (interest, if any) , owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee and, in the event that such Trustee shall consent to the making of such payments directly to the Holders, to pay to such Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of each Trustee, its agents and counsel, and any other amounts due to such Trustee under Section 6.07607. Nothing herein contained shall be deemed to authorize the Trustees 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 Trustees to vote in respect of the claim of any Holder in any such proceeding.

Trustees May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company Corporation or any other obligor upon the Securities or the property of the Company Corporation or of such other obligor or their creditors, each Trustee the Trustees (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 either Trustee the Trustees shall have made any demand on the Company Corporation for the payment of overdue principal, premium (premium, if any) , or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (ia) to file and prove a claim for the whole amount of principal (and premium (premium, if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) owing and unpaid in respect of the Securities and to file such other papers or documents and take such other actions, including participating as a member, voting or otherwise, of any official committee of creditors appointed in such matter, as may be necessary or advisable in order to have the claims of such Trustee the Trustees (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trusteethe Trustees, its their agents and counsel) and of the Holders allowed in such judicial proceeding, and (iib) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee the Trustees and, in the event that such Trustee the Trustees shall consent to the making of such payments directly to the Holders, to pay to such Trustee the Trustees any amount due to it them for the reasonable compensation, expenses, disbursements and advances of each Trusteethe Trustees, its their agents and counsel, and any other amounts due to such Trustee the Trustees under Section 6.076.8. Nothing herein contained shall be deemed to authorize the Trustees 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 Trustees to vote in respect of the claim of any Holder in any such proceedingproceeding except as aforesaid, to vote for the election of a trustee in bankruptcy or similar person or to participate as a member, voting or otherwise on any committee of creditors.

Trustees May File Proofs of Claim. In case The Trustees may file proofs 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, each Trustee (irrespective of whether the principal of the Securities shall then be due claim and payable as therein expressed or by declaration or otherwise and irrespective of whether either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (if any) or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal and premium (if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee the Trustees (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trusteeeach of the Trustees, its their respective agents and counsel) and the Holders of the Holders Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes, including the Guarantors), its creditors or its property and is entitled and empowered to participate as a member in any official committee of creditors appointed in such judicial proceedingmatter and to collect, and (ii) to collect receive and receive distribute 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 or other similar official claims. Any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee andthe Trustees, and in the event that such Trustee the Trustees shall consent to the making of such payments directly to the Holders, to pay to such Trustee the Trustees any amount due to it each of them for the reasonable compensation, expenses, disbursements and advances of each Trustee, its the Trustees and their respective agents and counsel, and any other amounts due to such Trustee the Trustees under Section 6.077.06. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustees, their respective agents and counsel, and any other amounts due the Trustees under Section 7.06 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 Trustees either 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 Holder, or to authorize the Trustees either Trustee to vote in respect of the claim of any Holder in any such proceeding.