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

Trustee May File Proof of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proof of Claim. The Trustee is authorized to file such proofs In case of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings proceeding relative to the Company (or any other obligor upon the NotesSecurities), its creditors property or its property and creditors, the Trustee shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, to collecttake any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof607. To the extent that the payment No provision of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any Holder, Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee.

Trustee May File Proof of Claim. The Trustee is authorized to file such proofs (a) In case of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings proceeding relative to the Company (Issuer, the Guarantor or any other obligor upon the Notes)Securities of a series or the property of the Issuer, its creditors the Guarantor or its property and of such other creditors, the Trustee shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, to collecttake any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders of Securities of such series and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of the Securities of such series to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the HoldersHolders of Securities of such series, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, counsel and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment 6.7. (b) No provision of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained this Indenture shall be deemed to authorize the Trustee to authorize or authorize, consent to or accept or adopt on behalf of any Holder of the Securities of a series, any plan of reorganization, arrangement, adjustment or composition affecting the Notes such Securities or the rights of any Holder, Holder thereof or to authorize the Trustee to vote in respect of the claim of any such Holder in any such proceeding; provided, however, that, to the extent permitted under the applicable law, the Trustee may, on behalf of such 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 Proof of Claim. The Trustee is authorized to file such proofs (a) In case of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings proceeding relative to the Company (Issuer, the Guarantor or any other obligor upon the Notes)Securities of a series or the property of the Issuer, its creditors the Guarantor or its property and of such other creditors, the Trustee shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, to collecttake any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders of Securities of such series and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of the Securities of such series to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the HoldersHolders of Securities of such series, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, counsel and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment 6.7. (b) No provision of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained this Indenture shall be deemed to authorize the Trustee to authorize or authorize, consent to or accept or adopt on behalf of any Holder of the Securities of a series, any plan of reorganization, arrangement, adjustment or composition affecting the Notes such Securities or the rights of any Holder, Holder thereof or to authorize the Trustee to vote in respect of the claim of any such Holder in any such proceeding; provided, however, that, to the extent permitted under the applicable law, the Trustee may, on behalf of the such 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 Proof of Claim. The Trustee is authorized In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities for its liquidation, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or otherwise, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Securities of any series, and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for compensation to the reasonable compensationTrustee and each predecessor trustee, expensesand their respective agents, disbursements attorneys and counsel, and for reimbursement of all expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence, bad faith or willful misconduct) and of the Trustee, its agents and counsel) and the Holders Securityholders allowed in any judicial proceedings relative to the Company (Issuer or any other obligor upon the Notes)Securities of any series, its or to the creditors or its property of the Issuer or such other obligor, (b) unless prohibited by applicable law and shall be entitled regulations, to vote on behalf of the Holders of the Securities of any series in any election of a liquidator, trustee, receiver or custodian in liquidation proceedings or person performing similar functions in comparable proceedings, and (c) to collect and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any liquidator, trustee, receiver, custodian in any such judicial proceeding or similar official is hereby authorized by each Holder of the Securityholders to make such payments to the Trustee, and and, in the event that the Trustee shall consent to the making of such payments directly to the HoldersSecurityholders, to pay to the Trustee any amount due such amounts as shall be sufficient to it for the cover reasonable compensation, expenses, disbursements and advances of compensation to the Trustee, its agents each predecessor trustee and their respective agents, attorneys and counsel, and any all other expenses and costs properly incurred, all amounts due for which the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due Agent are entitled to indemnification under or pursuant to this Perpetual Subordinated Indenture and all advances made by the Trustee under Section 7.07 hereof out and each predecessor trustee except as a result of the estate in any such proceeding shall be denied for any reasonnegligence, 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 bad faith or under any plan of reorganization or arrangement or otherwisewillful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder Securityholder any plan of reorganization, arrangement, adjustment or composition liquidation affecting the Notes Securities of any series or the rights of any HolderHolder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder Securityholder in any such proceeding, except, as aforesaid, to vote for the election of a liquidator or similar person. All rights of action and of asserting claims under this Perpetual Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Perpetual Subordinated Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Trustee May File Proof of Claim. The In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under any applicable bankruptcy, civil rehabilitation, reorganization, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy, civil rehabilitation, reorganization or insolvency, or a liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee is authorized shall have made any demand pursuant to the provisions of this Section 4.02, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for compensation to the reasonable compensationTrustee and each predecessor trustee, expensesand their respective agents, disbursements attorneys and counsel, and for reimbursement of all expenses and costs properly incurred, and all advances made, by the Trustee and each predecessor trustee, except as a result of negligence, bad faith or willful misconduct) and of the Trustee, its agents and counsel) and the Holders Securityholders allowed in any judicial proceedings relative to the Company (Issuer or any other obligor upon the Notes)Securities of any series, its or to the creditors or its property of the Issuer or such other obligor, (b) unless prohibited by applicable law and shall be entitled regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee or receiver or standby receiver in arrangement, reorganization, liquidation or other bankruptcy, civil rehabilitation, reorganization or insolvency proceedings or person performing similar functions in comparable proceedings, and (c) to collect and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, liquidator, custodian in any such judicial proceeding or similar official is hereby authorized by each Holder of the Securityholders to make such payments to the Trustee, and and, in the event that the Trustee shall consent to the making of such payments directly to the HoldersSecurityholders, to pay to the Trustee any amount due such amounts as shall be sufficient to it for the cover reasonable compensation, expenses, disbursements and advances of compensation to the Trustee, its agents each predecessor trustee and their respective agents, attorneys and counsel, and any all other expenses and costs properly incurred, all amounts due for which the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due Agent are entitled to indemnification under or pursuant to this Subordinated Indenture and all advances made by the Trustee under Section 7.07 hereof out and each predecessor trustee except as a result of the estate in any such proceeding shall be denied for any reasonnegligence, 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 bad faith or under any plan of reorganization or arrangement or otherwisewillful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder Securityholder any plan of reorganization, rehabilitation, arrangement, adjustment or composition affecting the Notes Securities of any series or the rights of any HolderHolder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder Securityholder in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. All rights of action and of asserting claims under this Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Subordinated Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Trustee May File Proof of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer, the Guarantor (if the Securities are Guaranteed Securities) or any other obligor upon the Securities or the property of the Issuer, the Guarantor (if the Securities are Guaranteed Securities) or of such other obligor or their creditors, the Trustee is authorized (irrespective of whether the principal of the Securities of any 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 Issuer or the Guarantor (if the Securities are Guaranteed Securities) for the payment of overdue principal of, premium, if any, or interest on the Securities) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of principal (and premium, if any) and interest and Additional Amounts, if any, owing and unpaid in respect of the Securities and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidation, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities of such series and coupons to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments are made directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, its their agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of or any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the predecessor Trustee under Section 7.07 hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise606. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder or Security or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or coupons or the rights of any HolderHolder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or coupon in any such proceeding.

Trustee May File Proof of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proof of Claim. The Trustee is authorized to may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders Securityholder allowed in any judicial proceedings relative to the Company (or any other obligor upon on the NotesSecurities), its creditors or its property and shall be entitled and empowered to collect, collect and receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Holder Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the HoldersSecurityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To 9.7, and to the extent that the such payment of any such the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding proceedings shall be denied for any reason, payment of the same shall be secured by a Lien lien on, and shall be paid out of, any and all distributions, dividends, moneymonies, securities and other properties that property which the Holders Securityholders may be entitled to receive in such proceedingproceedings, whether in liquidation 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 the Trustee to authorize or accept or adopt on behalf of any Holder Securityholder any plan of or reorganization, arrangement, adjustment arrangement or composition affecting the Notes Securities or the rights of any HolderHolder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder Securityholder in any such proceeding.

Trustee May File Proof of Claim. The Trustee is authorized to may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders Securityholder allowed in any judicial proceedings relative to the Company (or any other obligor upon on the NotesSecurities), its creditors or its property and shall be entitled and empowered to collect, collect and receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same, and any custodian Custodian in any such judicial proceeding is hereby authorized by each Holder Securityholder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the HoldersSecurityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To 9.07, and to the extent that the such payment of any such the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding proceedings shall be denied for any reason, payment of the same shall be secured by a Lien lien on, and shall be paid out of, any and all distributions, dividends, moneymonies, securities and other properties that property which the Holders Securityholders may be entitled to receive in such proceedingproceedings, whether in liquidation 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 the Trustee to authorize or accept or adopt on behalf of any Holder Securityholder any plan of or reorganization, arrangement, adjustment arrangement or composition affecting the Notes Securities or the rights of any HolderHolder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder Securityholder in any such proceeding.

Trustee May File Proof of Claim. The Subject to the provisions of subordination, Going Concern Write-Down or Write-Down, or cancellation of interests set forth in this Perpetual Subordinated Indenture or related provisions of the Securities, in case there shall be pending judicial proceedings relative to the Company or any other obligor upon the Securities for its liquidation, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or otherwise and irrespective of whether the Trustee is authorized shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such judicial proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of compensation to the Trustee, and its agents agents, attorneys and counsel, and for reimbursement of all liabilities and reasonable expenses incurred, and all advances made, by the Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Holders Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes)Securities of any series, its or to the creditors or its property of the Company or such other obligor, (b) unless prohibited by applicable law and shall be entitled regulations, to vote on behalf of the holders of the Securities of any series in any election of a liquidator, trustee, receiver or custodian in liquidation proceedings or person performing similar functions in comparable proceedings, and (c) to collect and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any liquidator, trustee, receiver, custodian in any such judicial proceeding or other similar official is hereby authorized by each Holder of the Securityholders to make such payments to the Trustee, and and, in the event that the Trustee shall consent to the making of such payments directly to the HoldersSecurityholders, to pay to the Trustee any amount due such amounts as shall be sufficient to it for the cover reasonable compensation, expenses, disbursements and advances of compensation to the Trustee, and its agents agents, attorneys and counsel, and any all other amounts due liabilities and reasonable expenses incurred, and all advances made, by the Trustee under Section 7.07 hereof. To the extent that the payment except as a result of any such compensationnegligence, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation bad faith or under any plan of reorganization or arrangement or otherwisewillful misconduct. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder Securityholder any plan of reorganization, arrangement, adjustment or composition liquidation affecting the Notes Securities of any series or the rights of any HolderHolder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder Securityholder in any such proceeding, except, as aforesaid, to vote for the election of a liquidator or similar person. All rights of action and of asserting claims under this Perpetual Subordinated Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee and its respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Perpetual Subordinated Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings. For the avoidance of doubt, nothing in this Section 4.02 shall be construed to impair the effectiveness of the provisions of subordination, Going Concern Write-Down or Write-Down and Cancellation, or cancellation of interests set forth in this Perpetual Subordinated Indenture or related provisions of the Securities.

Trustee May File Proof of Claim. The (a) 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 the creditors of either, the Trustee is authorized (irrespective of whether the principal of, and any Interest on, the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or Interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of the principal amount and Interest owing and unpaid in respect of the Securities and take such other actions, including participating as a member, voting or otherwise, of any official committee of creditors appointed in such matter, and to file such proofs of claim and other papers or documents documents, in each of the foregoing cases, as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of Securities allowed in such judicial proceeding, and (ii) to collect and receive any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims claim and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, Holders of Securities to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, counsel and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. 6.7. (b) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any Holder, Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such proceeding; provided, however, that the Trustee may, on behalf of such Holders, vote for the election of a trustee in bankruptcy or similar official.

Trustee May File Proof of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, or any other obligor upon the Securities, their creditors or the Property of the Company or of such other obligor, the Trustee is authorized (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or such other obligor for the payment of overdue principal, premium or Liquidated Damages, if any, 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 (and premium or Liquidated Damages, if any) and interest owing and unpaid in respect of the Securities and to file such proofs of claim and other papers or documents and take any other actions including participation as a full member of any creditor or other committee as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in any such judicial proceedings relative and (b) to the Company (or any other obligor upon the Notes), its creditors or its property collect and shall be entitled and empowered to collect, receive and distribute any money or other property Property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 6.6 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any HolderHolder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proof of Claim. The Trustee is authorized to file such proofs In case of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings proceeding relative to the Company (or any other obligor upon the NotesSecurities), its creditors property or its property and creditors, the Trustee shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, to collecttake any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof607. To the extent that the payment No provision of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any Holder, Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, -------- -------- that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee.

Trustee May File Proof of Claim. The Trustee is authorized to may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon on the Notes), its creditors or its property and shall be entitled and empowered to collect, collect and receive and distribute any money or other property payable or deliverable on any such claims and to distribute the same, and any custodian Receiver in any such judicial proceeding is hereby authorized by each Holder to make such payments to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To 7.07, and to the extent that the such payment of any such the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding proceedings shall be denied for any reason, payment of the same shall be secured by a Lien lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that property which the Holders may be entitled to receive in such proceedingproceedings, 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 to, or, on behalf of any Holder Holder, to authorize, accept or adopt any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Trustee May File Proof of Claim. The In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities of a series), its property or its creditors, the Trustee is shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized, (a) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of a series, of principal, premium, if any, and interest owing and unpaid in respect of such Securities and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims claim of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of such Securities allowed in such judicial proceeding, and (b) to collect and receive any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money 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 of Securities 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 Security Holders, to pay to the Trustee any amount due to it for the reasonable compensation, compensation expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwisehereunder. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Securities any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any HolderHolder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of Securities in any such proceeding.