Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. The Issuer covenants that if (i) a default occurs in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five Business Days or (ii) a default is made in the payment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of such Notes, the entire amount then due and payable on such Notes for principal and interest, with interest on the overdue principal, and to the extent payment at such rate of interest shall be legally enforceable, on overdue installments of interest, at the Note Interest Rate borne by the Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf of the Noteholders of such Series, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer the moneys adjudged or decreed to be payable. If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretion, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Indenture Trustee deems most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Pledged Assets, proceedings under the Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event of any other comparable judicial proceedings relative to the Issuer or to the creditors or property of the Issuer, then the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise and whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred and all advances made by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, or vote for or accept or adopt on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person as aforesaid. All rights of action and of asserting claims under this Indenture or any Indenture Supplement or under any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 4 contracts
Samples: Omnibus Amendment (NRT Settlement Services of Missouri LLC), Omnibus Amendment (Realogy Corp), Master Indenture (PHH Corp)
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five Business Days or (ii) a default is made in the payment of the principal of any Note Notes when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of such Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate borne by the Notes andNotes, and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.049.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Noteholders, by such appropriate proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this the Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any the Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer Issuer, any other obligor upon the Notes, or any Person having or claiming an ownership interest in the Pledged Issuer Assets, proceedings under the Bankruptcy Code or any other applicable Federal federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee Indenture Trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for for, or taken possession of of, the Issuer or its property or such other obligor, or such Person or the property of such other obligor or such Person, or in the event case of any other comparable judicial proceedings relative to the Issuer Issuer, other obligor upon the Notes or such Person or to the creditors or property of the Issuer, then such other obligor or such Person, the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its such other obligor upon the Notes, any Person claiming an ownership interest in the Issuer Assets, their respective creditors and its their property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, bad faith or bad faith. willful misconduct.
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or Base Indenture, under any Indenture Supplement or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. .
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this the Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 4 contracts
Samples: Base Indenture Amendment (On Deck Capital, Inc.), Base Indenture (On Deck Capital, Inc.), Base Indenture (On Deck Capital Inc)
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five Business Days days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of such the Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate rate borne by the Notes andNotes, and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.045.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Noteholders, by such appropriate proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Pledged AssetsTrust Estate, proceedings under Title 11 of the Bankruptcy United States Code or any other applicable Federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the IssuerIssuer or such other obligor, then the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. .
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or any Indenture Supplement Indenture, or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. .
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 3 contracts
Samples: Indenture (Chase Manhattan Bank Usa), Indenture (Chase Manhattan Bank Usa), Indenture (Chase Manhattan Bank Usa)
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Investor Note when the same becomes due and payable, and such default continues for a period of five Business Days or (ii) a default is made in the payment of the principal of any Investor Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of such Investor Notes, the entire whole amount then due and payable on such Investor Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate borne by the Notes andInvestor Notes, and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Investor Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Investor Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.049.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Investor Noteholders, by such appropriate proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this the Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any the Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer Issuer, any other obligor upon the Investor Notes, Holdings or any Person having or claiming an ownership interest in the Pledged Issuer Assets, proceedings under the Bankruptcy Code or any other applicable Federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor obligor, Holdings or such Person or the property of such other obligor, Holdings or such Person, or in the event case of any other comparable judicial proceedings relative to the Issuer Issuer, other obligor upon the Investor Notes, Holdings or such Person or to the creditors or property of the Issuer, then such other obligor, Holdings or such Person, the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Investor Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Investor Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Investor Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Investor Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Investor Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Investor Notes allowed in any judicial proceedings relative to the Issuer, its such other obligor upon the Investor Notes, Holdings, any Person claiming an ownership interest in the Issuer Assets, their respective creditors and its their property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Investor Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall consent to the making of payments directly to such Investor Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. .
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Investor Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Investor Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Investor Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or any Indenture Supplement the Indenture, or under any of the Notes Investor Notes, may be enforced by the Indenture Trustee without the possession of any of the Investor Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Investor Notes. .
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this the Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Investor Notes, and it shall not be necessary to make any Investor Noteholder a party to any such proceedings.
Appears in 2 contracts
Samples: Base Indenture (PHH Corp), Base Indenture (PHH Corp)
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five Business Days days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture TrusteeTrustee in writing as directed by a majority of the Outstanding Note Balance, pay to the Indenture Trustee, for the benefit of the Holders of such the Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note applicable Interest Rate borne by the Notes and, and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer shall fail forthwith to pay such the amounts described in clause (a) above upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable. .
(c) If an Event of Default occurs shall have occurred and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.045.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Noteholders, by such appropriate proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Pledged AssetsCollateral, proceedings under the Bankruptcy Code or any other applicable Federal federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the IssuerIssuer or such other obligor, then the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders Noteholder to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, bad faith or bad faith. willful misconduct, and any other amounts due the Indenture Trustee under Section 6.7.
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or any Indenture Supplement Indenture, or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. .
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the NotesNoteholders, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 2 contracts
Samples: Indenture (Volkswagen Public Auto Loan Securitization LLC), Indenture (Vw Credit Leasing LTD)
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues beyond the grace period specified herein for a period of five Business Days such payment, or (ii) a default is made in the payment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of such the Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate rate borne by the Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If Notes.
(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.045.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Noteholders, by such appropriate proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Pledged AssetsOwner Trust Estate, proceedings under Title 11 of the Bankruptcy United States Code or any other applicable Federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the IssuerIssuer or such other obligor, then the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. willful misconduct.
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or any Indenture Supplement Indenture, or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings proceed ings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. .
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. The Issuer covenants that if (a) In case (i) a default occurs in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five Business Days or (ii) a default is made in the payment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of such Notes, the entire amount then due and payable on such Notes for principal and interest, with interest on the overdue principal, and to the extent payment at such rate of interest shall be legally enforceable, on overdue installments of interest, at the Note Interest Rate borne by the Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf of the Noteholders of such Series, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer the moneys adjudged or decreed to be payable. If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretion, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Indenture Trustee deems most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Pledged AssetsCollateral, proceedings Proceedings under the Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency or other similar lawDebtor Relief Law, or in case (ii) a receiver, assignee or assignee, trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event (iii) of any other comparable judicial proceedings Proceedings relative to the Issuer Issuer, or to the creditors or property of the Issuer, then the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise and (irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to this Section), shall be entitled and empowered to, and at the provisions written direction of this the requisite Noteholders pursuant to Section 5.03:5.10 shall, by intervention in such Proceedings or otherwise: 50
(iA) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes of such Series and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor the Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, willful misconduct or bad faith or willful misconductfaith, and all other amounts due to the Indenture Trustee pursuant to Section 6.7) and of the Noteholders of such Series allowed in such proceedingsProceedings;
(iiB) participate as a member, voting or otherwise, of any official committee of creditors appointed in any such matter.
(C) unless prohibited by applicable law and or regulations, to vote on behalf of the Holders Noteholders of the Notes such Series in any election of a trustee, a standby trustee or person any Person performing similar functions in any such proceedingsProceedings;
(iiiD) to collect and receive any moneys amounts or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders of such Series and of the Indenture Trustee on their behalf; and
(ivE) 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 Indenture Trustee or the Holders Noteholders of the Notes such Series allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian assignee, custodian, sequestrator or other similar official in any such proceeding Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, willful misconduct or bad faith. , and all other amounts due to the Indenture Trustee pursuant to Section 6.7.
(b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. Person.
(c) All rights of action and of asserting claims under this Indenture or any Indenture Supplement Indenture, or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings Proceedings relative thereto, and any such action or proceedings Proceedings instituted by the Indenture Trustee shall be brought in its own name and as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders Noteholders of the Notes. affected Series as provided herein.
(d) In any proceedings Proceedings brought by the Indenture Trustee (and also any proceedings Proceedings to which the Indenture Trustee is a party involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Holders Noteholders of the Notesaffected Series, and it shall not be necessary to make any such Noteholder a party to any such proceedingsProceedings.
Appears in 1 contract
Samples: Master Indenture (CDF Funding, Inc.)
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. The Issuer (a) Owner Trustee covenants that if (i) a default occurs is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five Business Days days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer Owner Trustee will, upon demand of the Indenture TrusteeTrustee as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, pay to the Indenture Trustee, for the benefit of the Holders of such the Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate borne by the Notes and, rate specified in Section 2.01 and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer Owner Trustee shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of an express trust, shall, if so directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders of such Seriesconstituting Class B Noteholder Approval, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer Owner Trustee or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer Owner Trustee or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretion, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Indenture Trustee deems most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Pledged Assets, proceedings under the Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event of any other comparable judicial proceedings relative to the Issuer or to the creditors or property of the Issuer, then the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise and whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred and all advances made by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, or vote for or accept or adopt on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person as aforesaid. All rights of action and of asserting claims under this Indenture or any Indenture Supplement or under any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Investor Note when the same becomes due and payable, and such default continues for a period of five Business Days or (ii) a default is made in the payment of the principal of any Investor Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of such Investor Notes, the entire whole amount then due and payable on such Investor Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate borne by the Notes andInvestor Notes, and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Investor Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Investor Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.049.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Investor Noteholders, by such appropriate proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer or any other obligor upon the Investor Notes or any Person having or claiming an ownership interest in the Pledged Issuer Assets, proceedings under the Bankruptcy Code or any other applicable Federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Investor Notes, or to the creditors or property of the IssuerIssuer or such other obligor, then the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Investor Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Investor Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Investor Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Investor Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Investor Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Investor Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Investor Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall consent to the making of payments directly to such Investor Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. .
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Investor Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Investor Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Investor Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or any Indenture Supplement Indenture, or under any of the Notes Investor Notes, may be enforced by the Indenture Trustee without the possession of any of the Investor Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Investor Notes. .
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Investor Notes, and it shall not be necessary to make any Investor Noteholder a party to any such proceedings.
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues beyond the grace period specified herein for a period of five Business Days such payment, or (ii) a default is made in the payment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of such the Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate rate borne by the Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If Notes.
(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.045.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Noteholders, by such appropriate proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Pledged AssetsOwner Trust Estate, proceedings under Title 11 of the Bankruptcy United States Code or any other applicable Federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the IssuerIssuer or such other obligor, then the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be 50 sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. willful misconduct.
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or any Indenture Supplement Indenture, or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. .
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five (5) Business Days or (ii) a default is made in the payment of the principal of any Note Notes when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of such Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate borne by the Notes andNotes, and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.049.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Noteholders, by such appropriate proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this the Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any the Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer Issuer, any other obligor upon the Notes, or any Person having or claiming an ownership interest in the Pledged Issuer Assets, proceedings under the Bankruptcy Code or any other applicable Federal federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee Indenture Trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for for, or taken possession of of, the Issuer or its property or such other obligor, or such Person or the property of such other obligor or such Person, or in the event case of any other comparable judicial proceedings relative to the Issuer Issuer, other obligor upon the Notes or such Person or to the creditors or property of the Issuer, then such other obligor or such Person, the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its such other obligor upon the Notes, any Person claiming an ownership interest in the Issuer Assets, their respective creditors and its their property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, bad faith or bad faith. willful misconduct.
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or Base Indenture, under any Indenture Supplement or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. .
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this the Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. The Issuer (a) Owner Trustee covenants that if (i) a default occurs is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five Business Days days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer Owner Trustee will, upon demand of the Indenture TrusteeTrustee as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, pay to the Indenture Trustee, for the benefit of the Holders of such the Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate borne by the Notes and, rate specified in Section 2.01 and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer Owner Trustee shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of an express trust, shall, if so directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders of such Seriesconstituting Class B Noteholder Approval, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer Owner Trustee or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer Owner Trustee or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.049.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Noteholders, by such appropriate proceedings as the Indenture Trustee deems as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this the Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any the Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer Owner Trustee or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Pledged AssetsTrust Estate, proceedings under Title 11 of the Bankruptcy United States Code or any other applicable Federal federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer Trust or its property or such other obligor or Person, or in the event case of any other comparable judicial proceedings relative to the Issuer Trust or other obligor upon the Notes, or to the creditors or property of the IssuerTrust or such other obligor, then the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor the Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;; 110
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the IssuerTrust, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall if directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, bad faith or bad faith. willful misconduct.
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or any Indenture Supplement Indenture, or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. .
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. 1. The Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Investor Note when the same becomes due and payable, and such default continues for a period of five Business Days or (ii) a default is made in the payment of the principal of any Investor Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of such Investor Notes, the entire whole amount then due and payable on such Investor Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate borne by the Notes andInvestor Notes, and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
2. If In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Investor Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Investor Notes, wherever situated, the moneys adjudged or decreed to be payable.
3. If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.049.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Investor Noteholders, by such appropriate proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law.
4. If In case there shall be pending, relative to the Issuer or any other obligor upon the Investor Notes or any Person having or claiming an ownership interest in the Pledged Issuer Assets, proceedings under the Bankruptcy Code or any other applicable Federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Investor Notes, or to the creditors or property of the IssuerIssuer or such other obligor, then the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Investor Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:
(i) a. to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Investor Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Investor Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, or vote for or accept or adopt on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person as aforesaid. All rights of action and of asserting claims under this Indenture or any Indenture Supplement or under any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. The Issuer Issuing Entity covenants that if if:
(ia) a default occurs the Issuing Entity defaults in the payment of any interest on any Note Series, Class or Tranche of Notes when the same such interest becomes due and payable, payable and such default continues for a period of five Business Days or 35 days following the date on which such interest became due and payable, or
(iib) a default is made the Issuing Entity defaults in the payment of the principal of any Note when Series, Class or Tranche of Notes on the same becomes due and payable, by acceleration or at stated maturity, Legal Maturity Date thereof; the Issuer Issuing Entity will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VI and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such NotesNotes of the affected Series, Class or Tranche, the entire whole amount then due and payable on any such Notes for principal and interest, with interest on the overdue principalinterest, and to the extent that payment at of such rate of interest shall will be legally enforceable, on upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the Note Interest Rate borne by rate of interest applicable to the Notes andStated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as shall will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Trustee, its agents and counselcounsel and all other amounts due to the Indenture Trustee under Section 7.07. If the Issuer shall fail forthwith Issuing Entity fails to pay such amounts forthwith upon such demand, the Indenture TrusteeTrustee may, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer Issuing Entity or any other obligor upon the Notes of such Notes Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer the moneys adjudged Receivables or decreed to be payable. If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretion, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Indenture Trustee deems most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or therein, or to enforce from any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Pledged Assets, proceedings under the Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or obligor upon such other obligor or Person, or in the event of any other comparable judicial proceedings relative to the Issuer or to the creditors or property of the Issuer, then the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise and whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred and all advances made by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, or vote for or accept or adopt on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person as aforesaid. All rights of action and of asserting claims under this Indenture or any Indenture Supplement or under any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedingswherever situated.
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. The Issuer (a) Owner Trustee covenants that if (i) a default occurs is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five Business Days days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer Owner Trustee will, upon demand of the Indenture TrusteeTrustee as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, pay to the Indenture Trustee, for the benefit of the Holders of such the Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate borne by the Notes and, rate specified in Section 2.01 and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer Owner Trustee shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of an express trust, shall, if so directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders of such Seriesconstituting Class B Noteholder Approval, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer Owner Trustee or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer Owner Trustee or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.049.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Noteholders, by such appropriate proceedings as the Indenture Trustee deems as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this the Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any the Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer Owner Trustee or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Pledged AssetsTrust Estate, proceedings under Title 11 of the Bankruptcy United States Code or any other applicable Federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer Trust or its property or such other obligor or Person, or in the event case of any other comparable judicial proceedings relative to the Issuer Trust or other obligor upon the Notes, or to the creditors or property of the IssuerTrust or such other obligor, then the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor the Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the IssuerTrust, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall if directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, bad faith or bad faith. willful misconduct.
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or any Indenture Supplement Indenture, or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. .
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. The Issuer (a) Owner Trustee covenants that if (i) a default occurs is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five Business Days days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer Owner Trustee will, upon demand of the Indenture TrusteeTrustee as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, pay to the Indenture Trustee, for the benefit of the Holders of such the Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate borne by the Notes and, rate specified in Section 2.01 and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer Owner Trustee shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of an express trust, shall, if so directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders of such Seriesconstituting Class B Noteholder Approval, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer Owner Trustee or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer Owner Trustee or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.049.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Noteholders, by such appropriate proceedings as the Indenture Trustee deems as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this the Indenture or any Indenture Supplement or in aid of the 100 exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any the Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer Owner Trustee or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Pledged AssetsTrust Estate, proceedings under Title 11 of the Bankruptcy United States Code or any other applicable Federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer Owner Trustee or its property or such other obligor or Person, or in the event case of any other comparable judicial proceedings relative to the Issuer Owner Trustee or other obligor upon the Notes, or to the creditors or property of the IssuerOwner Trustee or such other obligor, then the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor the Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the IssuerOwner Trustee, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall if directed (x) by the Note Insurer, or, if a Note 101 Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, bad faith or bad faith. willful misconduct.
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or any Indenture Supplement Indenture, or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. .
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 1 contract
Samples: Indenture (Capital One Auto Receivables Trust 2001-B)
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Investor Note when the same becomes due and payable, and such default continues for a period of five one Business Days Day or (ii) a default is made in the payment of the principal of any Investor Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of such Investor Notes, the entire whole amount then due and payable on such Investor Notes for principal and interest, with interest on upon the overdue principal, and to the extent payment at such rate of interest shall be legally enforceable, on overdue installments of interest, principal at the Note Interest Rate borne by the Notes andInvestor Notes, and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Investor Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Investor Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.04SECTION 9.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Investor Noteholders, by such appropriate proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Pledged Assets, proceedings under the Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event of any other comparable judicial proceedings relative to the Issuer or to the creditors or property of the Issuer, then the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise and whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred and all advances made by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, or vote for or accept or adopt on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person as aforesaid. All rights of action and of asserting claims under this Indenture or any Indenture Supplement or under any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.whether
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. The (a) Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Class A Note when the same becomes due and payable, and such default continues for a period of five Business Days days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture TrusteeTrustee as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, pay to the Indenture Trustee, for the benefit of the Holders of such the Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note Interest Rate borne by the Notes and, rate specified in Section 2.01 and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of an express trust, shall, if so directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders of such Seriesconstituting Class B Noteholder Approval, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. .
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.049.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Noteholders, by such appropriate proceedings as the Indenture Trustee deems as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this the Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any the Indenture Supplement or by law. If 104 2003-A Indenture
(d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Pledged AssetsTrust Estate, proceedings under Title 11 of the Bankruptcy United States Code or any other applicable Federal federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the IssuerIssuer or such other obligor, then the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03Section, shall as directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor the Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred incurred, and all advances made made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes Noteholders in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee Trustee, and, if in the event that the Indenture Trustee consents shall if directed (x) by the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, by Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, by Noteholders constituting Class B Noteholder Approval, consent to the making of payments 105 2003-A Indenture directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, bad faith or bad faith. willful misconduct.
(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, to or vote for or accept or adopt on behalf of any Noteholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person as aforesaid. person.
(f) All rights of action and of asserting claims under this Indenture or any Indenture Supplement Indenture, or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trusteetrustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. Noteholders.
(g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the NotesNoteholders, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. The Issuer covenants that if (i) a default occurs in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five Business Days or (ii) a default is made in the payment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of such Notes, the entire amount then due and payable on such Notes for principal and interest, with interest on the overdue principal, and to the extent payment at such rate of interest shall be legally enforceable, on overdue installments of interest, at the Note Interest Rate borne by the Notes and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and on behalf of the Noteholders of such Series, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer the moneys adjudged or decreed to be payable. If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Indenture Trustee deems most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Pledged Assets, proceedings under the Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event of any other comparable judicial proceedings relative to the Issuer or to the creditors or property of the Issuer, then the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise and whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred and all advances made by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconductmisconduct of the Indenture Trustee) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, or vote for or accept or adopt on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person as aforesaid. All rights of action and of asserting claims under this Indenture or any Indenture Supplement or under any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.
Appears in 1 contract
Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee. (a) The Issuer covenants that if (i) a default occurs is made in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default continues for a period of five (5) Business Days or more, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, by acceleration or at stated maturity, the Issuer will, upon demand of the Indenture TrusteeTrustee in writing as directed by the Noteholders representing not less than a majority of the Note Balance of the Controlling Class, pay to the Indenture Trustee, for the benefit of the Holders of such the Notes, the entire whole amount then due and payable on such Notes for principal and interest, with interest on upon the overdue principal, and and, to the extent payment at such rate of interest shall be legally enforceable, on upon overdue installments of interest, at the Note applicable Interest Rate borne by the Notes and, and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. If .
(b) In case the Issuer shall fail forthwith to pay such the amounts described in clause (a) above upon such demand, the Indenture Trustee, in its own name and on behalf as trustee of the Noteholders of such Seriesan express trust, may institute a proceeding Proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable. .
(c) If an Event of Default occurs shall have occurred and is continuing, the Indenture Trustee may in its discretionmay, as more particularly provided in Section 5.04, 5.4 proceed to protect and enforce its rights and the rights of the Noteholders Noteholders, by such appropriate proceedings Proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted herein or thereinherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, any Indenture Supplement or by law. If .
(d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Pledged AssetsCollateral, proceedings Proceedings under the Bankruptcy Code or any other applicable Federal federal or State state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in the event case of any other comparable judicial proceedings Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the IssuerIssuer or such other obligor, then the Indenture Trustee shall be entitled and empoweredTrustee, by intervention in such proceedings or otherwise and irrespective of whether or not the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether or not the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.035.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred and all advances made by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;
(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee or the Holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to, or vote for or accept or adopt on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person as aforesaid. All rights of action and of asserting claims under this Indenture or any Indenture Supplement or under any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.the
Appears in 1 contract
Samples: Indenture (Americas Carmart Inc)
