Common use of Collection of Indebtedness by Trustee; Trustee May Prove Debt Clause in Contracts

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that in case default shall be made in the payment of all or any part of the CVRs when the same shall have become due and payable; whether at the Maturity Date, the Early Redemption Payment Date, the Disposition Payment Date, the Default Payment Date or otherwise, then upon demand of the Trustee, the Company will pay to the Trustee for the benefit of the Holders of the CVRs the whole amount, in Cash or Stock (in the Company's sole discretion), that then shall have become due and payable on all CVRs (with interest from the date due and payable to the date of such payment upon the overdue amount at the Default Interest Rate); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any other amounts due the Trustee under Section 406. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such CVRs and collect in the manner provided by law out of the property of the Company or other obligor upon such CVRs, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company or any other obligor upon the CVRs under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other judicial proceedings relative to the Company or other obligor upon the CVRs, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any CVRs shall then be due and payable as therein expressed or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company Issuer covenants that (a) in the case an Event of Default referred to in Section 5.1(a) shall occur with respect to the Securities of any series, or (b) in case default shall be made in the payment of all or any part of the CVRs when the same shall have become due and payable; whether at the Maturity Date, the Early Redemption Payment Date, the Disposition Payment Date, the Default Payment Date or otherwise, then upon principal of Until such demand of is made by the Trustee, the Company will Issuer may pay the principal of and interest on the Securities of any series to the Trustee for registered Holders, whether or not the benefit of the Holders of the CVRs the whole amount, in Cash or Stock (in the Company's sole discretion), that then shall have become due and payable on all CVRs (with interest from the date due and payable to the date Securities of such payment upon the overdue amount at the Default Interest Rate); and, in addition thereto, such further amount as shall series be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any other amounts due the Trustee under Section 406overdue. In case the Company Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company Issuer or other obligor upon such CVRs the Securities and collect in the manner provided by law out of the property of the Company Issuer or other obligor upon such CVRsthe Securities, wherever situated, situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company Issuer or any other obligor upon the CVRs Securities under Title 11 of the 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 Company Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Company Issuer or other obligor upon the CVRsSecurities, or to the creditors or property of the Company Issuer or such other obligor, the Trustee, irrespective of whether the principal of any CVRs the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:this

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that in case default shall be made in the payment of all or any part of the CVRs when the same shall have become due and payable; whether at the Maturity Date, the Early Redemption Payment Date, the Disposition Payment Date, the Default Payment Date or otherwise, then upon demand of the Trustee, the Company will pay to the Trustee for the benefit of the Holders of the CVRs the whole amount, in Cash or Stock (in the Company's sole discretion), that then shall have become due and payable on all CVRs (with interest from the date due and payable to the date of such payment upon the overdue amount at the Default Interest Rate); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any other amounts due expenses and liabilities incurred, and all advances made, by the Trustee under Section 406and each predecessor Trustee except as a result of its negligence or bad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such CVRs and collect in the manner provided by law out of the property of the Company or other obligor upon such CVRs, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company or any other obligor upon the CVRs under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other judicial proceedings relative to the Company or other obligor upon the CVRs, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any CVRs shall then be due and payable as therein expressed or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that in case default shall be made in the payment of all or any part of the CVRs when the same shall have become due occurrence and payable; whether at the Maturity Date, the Early Redemption Payment Date, the Disposition Payment Date, the Default Payment Date or otherwise, then upon demand continuation of the Trusteean Event of Default, the Company will pay to the Trustee for the benefit of the Holders of the CVRs the whole amount, in Cash (or Stock (in Shares in the Company's sole discretioncase of a Qualified IPO), that then shall have become due and payable on all CVRs (with interest from the date due CVR Payment Date and payable to the date of such payment upon the overdue amount at the Default Interest Rate); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any other amounts due expenses and liabilities incurred, and all advances made, by the Trustee under Section 406and each predecessor Trustee except as a result of its negligence or bad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such CVRs and collect in the manner provided by law out of the property of the Company or other obligor upon such CVRs, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company or any other obligor upon the CVRs under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other judicial proceedings relative to the Company or other obligor upon the CVRs, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any CVRs CVR Payment shall then be due and payable as therein expressed or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that in case default shall be made in the payment of all or any part of the CVRs PRs when the same shall have become due and payable; , whether at the Maturity Date, the Early Redemption Payment First Anniversary Date, the Disposition Payment Date, the Default Payment Date or otherwise, then upon demand of the Trustee, the Company will pay to the Trustee for the benefit of the Holders of the CVRs PRs the whole amount, in Cash or Stock (in the Company's sole discretion), amount that then shall have become due and payable on all CVRs PRs (with interest from the date due and payable to the date of such payment upon the overdue amount at the Default Interest Rate); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any other amounts due expenses and liabilities incurred, and all advances made, by the Trustee under Section 406and each predecessor Trustee except as a result of its negligence or bad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such CVRs PRs and collect in the manner provided by law out of the property of the Company or other obligor upon such CVRsPRs, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company or any other obligor upon the CVRs PRs under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or other similar lawlaw of Canada or any province thereof or of any other applicable jurisdiction, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other judicial proceedings relative to the Company or other obligor upon the CVRsPRs, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of cash payment on any CVRs PRs shall then be due and payable as therein expressed or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (1) in case default shall be made in the payment of all or interest of any part of the CVRs Notes, as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (2) in the case default shall be made in the payment of principal of any of the Notes when the same shall have become due and payable; , whether at the Maturity Dateupon maturity or redemption or upon declaration or otherwise -- then, the Early Redemption Payment Date, the Disposition Payment Date, the Default Payment Date or otherwise, then upon demand of the Trustee, the Company will pay to the Trustee Trustee, for the benefit of the Holders of the CVRs Holders, the whole amount, in Cash or Stock (in the Company's sole discretion), amount that then shall have become due and payable on all CVRs (Notes for principal and premium, if any, and interest, with interest from the date due upon any such overdue principal (and payable premium, if any) and (to the date extent that payment of such payment interest is enforceable under applicable law) upon the any such overdue amount amounts of interest at the Default Interest Rate); rate of 1% per annum in excess of the rate of interest specified in the Notes, and, in addition thereto, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys its agents and counsel, and any all other amounts due expenses and liabilities incurred, and all advances made, by the Trustee under Section 406except as a result of its negligence or bad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee Trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, decree and may enforce any such judgment or final decree against the Company or other obligor upon such CVRs the Notes and collect in the manner provided by law out of the property of the Company or other obligor upon such CVRs, the Notes wherever situated, situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company or any other obligor upon the CVRs Notes under Title 11 of the 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 Trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other judicial proceedings relative to the Company or other obligor upon the CVRsNotes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal amount of any CVRs Notes or the Redemption Price, Change of Control Purchase Price or purchase price with respect to an Excess Proceeds Offer, if any, in respect of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this SectionSection 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise:, (a) to file and prove a claim or claims for the whole amount of principal of the Notes, Redemption Price, Change in Control Purchase Price, purchase price with respect to an Excess Proceeds Offer, or interest on the Notes 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 Trustee (including any claim for reasonable compensation to the Trustee, its agents and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith) and of the Noteholder allowed in any judicial proceedings relative to the Company or other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders in any election of a Trustee or a standby Trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (c) 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 Noteholder and of the Trustee on their behalf and any receiver, assignee, liquidator, custodian, Trustee or other similar official is hereby authorized by each of the Noteholder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of payments directly to the Noteholder, to pay the Trustee such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, 55 arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a Trustee in bankruptcy or similar person. All rights of action and to assert claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as Trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Notes in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of Notes in respect to which such action was taken, and it shall not be necessary to make any such Holders parties to any such proceedings. In the case of a default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture, or in aid of the exercise of any power granted in this Indenture, or otherwise, and the Trustee may enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that in case default shall be made in the payment of all or any part of the CVRs Contingent Payment when and as the same shall have become due and payable; whether at payable and such default continues for the Maturity Date, the Early Redemption Payment Date, the Disposition Payment Date, the Default Payment Date or otherwiseperiod of 30 days, then upon demand of the Trustee, the Company will pay to the Trustee for the benefit of the Holders of the CVRs Securities the whole amount, in Cash or Stock (in the Company's sole discretion), that then shall have become due and payable on all CVRs (with interest from the date due and payable to the date amount of such payment upon the overdue amount at the Default Interest Rate)Contingent Payment; and, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any other amounts due expenses and liabilities incurred, and all advances made, by the Trustee under Section 406and each predecessor Trustee except as a result of its negligence or bad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such CVRs Securities and collect in the manner provided by law out of the property of the Company or other obligor upon such CVRsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company or any other obligor upon the CVRs Securities under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or -40- 106 its property or such other obligor, or in case of any other judicial proceedings relative to the Company or other obligor upon the CVRsSecurities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any CVRs Securities shall then be due and payable as therein herein expressed or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (1) in case default shall be made in the payment of all or any part installment of interest on any of the CVRs Securities, as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (2) in case default shall be made in the payment of the principal of or premium, if any, on any of the Securities when and as the same shall have become due and payable; , whether at upon maturity of the Maturity DateSecurities or upon redemption or upon declaration or otherwise -- then, the Early Redemption Payment Date, the Disposition Payment Date, the Default Payment Date or otherwise, then upon demand of the Trustee, the Company will pay to the Trustee Trustee, for the benefit of the Holders holders of the CVRs such Securities, the whole amountamount that, in Cash or Stock (in the Company's sole discretion), that then shall have become due and payable on all CVRs (such Securities for principal and premium, if any, and interest, with interest from the date due and payable to the date of such payment upon the overdue amount principal and premium, if any, of each such Security and (to the extent legally enforceable under applicable law) upon instalments of interest, at the Default Interest Rate)rate borne by such Security; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee and each predecessor Trustee, their respective its agents, attorneys and counsel, and any other amounts due expenses or liabilities incurred by the Trustee under Section 406hereunder other than through its negligence or bad faith. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity against the Company or other obligor on such Securities for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or such other obligor upon such CVRs Securities and collect in the manner provided by law out of the property of the Company or such other obligor upon such CVRsSecurities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to for the bankruptcy or for the reorganization of the Company or any other obligor upon the CVRs Securities of any series under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or its property or such other obligor, or in case of any other judicial proceedings relative to the Company or other obligor upon the CVRs, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any CVRs shall then be due and payable as therein expressed or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:Federal