Common use of Judicial Proceedings Instituted by Trustee Clause in Contracts

Judicial Proceedings Instituted by Trustee. (a) If there shall be a failure to make payment of the principal of, premium, if any, or interest on any Equipment Note, then the Trustee, in its own name, and as trustee of an express trust, as holder of such Equipment Notes, shall be, to the extent permitted by and in accordance with the terms of the Transaction Documents, entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Notes and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. (b) The Trustee in its own name, or as trustee of an express trust, or as attorney-in-fact for the Certificateholders, or in any one or more of such capacities (irrespective of whether distributions on the Certificates shall then be due and payable, or the payment of the principal on the Equipment 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 to the Indenture Trustee for the payment of overdue principal, premium (if any) or interest on the Equipment Notes), shall be entitled and empowered to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Certificateholders allowed in any receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any other judicial proceedings relative to the Company or a Lessor, their respective creditors or property. Any receiver, assignee, trustee, liquidator, sequestrator (or similar official) in any such judicial proceeding is hereby authorized by each Certificateholder to make payments in respect of such claim to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Certificateholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts owed to the Trustee under Section 6.07. Nothing contained in this Trust Agreement shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any Certificateholder.

Judicial Proceedings Instituted by Trustee. (a) If there shall be a failure Collection of Indebtedness; Trustee Entitled to make payment Bring Suit. Subject to Section 13.12 (Limitation of the principal of, premiumLiability), if any, or interest on any Equipment Notean Enforcement Event shall have occurred and be continuing, then the Trustee, in its own name, name and as trustee of an express trust, as holder subject to Section 8.3 (Remedies Upon an Enforcement Event) and Section 9.1 (Acts of such Equipment NotesHolders), shall be, to the extent permitted by and in accordance with the terms of the Transaction Documents, be entitled and empowered to institute any suits, actions or other proceedings at law, law and in equity or otherwise, otherwise for the collection of the sums so due and unpaid on such Equipment Notes in respect of the Notes, and may prosecute any such claim or proceeding to judgment or final decree, and may enforce any such judgment or final decree with respect and collect the monies adjudged or decreed to be payable in any manner provided by Applicable Law, whether before or after or during the whole amount pendency of any proceedings for the enforcement of any of the Trustee’s rights or the rights of the Holders under this Indenture, and such sums so due and unpaidpower of the Trustee shall not be affected by any sale hereunder or by the exercise of any other right, power or remedy for the enforcement of the provisions of this Indenture. (b) The Trustee May File Proofs of Claim; Appointment of Trustee as Attorney-in- Fact in Judicial Proceedings. (i) Subject to Section 13.12 (Limitation of Liability), the Trustee, in its own name, or as trustee of an express trust, trust or as attorney-in-fact for the CertificateholdersHolders, or in any one or more of such capacities (irrespective of whether distributions on the Certificates shall then be due and payable, or the payment principal of the principal on the Equipment Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand to the Indenture Trustee for the payment of overdue principal, premium Additional Amounts (if any) ), or interest on the Equipment Notesinterest), shall be entitled and empowered to (x) file such proofs of claim and other papers or documents and take any other actions authorized under Applicable Law as may be necessary or advisable in order to have the claims of the Trustee and of the Certificateholders Holders (whether such claims be based upon the provisions of the Notes or of this Indenture) allowed in any receivershipjudicial proceeding relating to the Issuer, insolvencythe creditors of the Issuer or any such obligor, bankruptcy, liquidation, readjustment, reorganization or any other judicial proceedings relative to property of the Company Issuer or such obligor (each such proceeding, for purposes of this clause (b), a Lessor, their respective creditors “Proceeding”) and (y) collect and receive any monies or propertyother property payable or deliverable on any such claims and distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (trustee or other similar official) official in any such judicial proceeding is hereby authorized by each Certificateholder Holder to make such payments in respect of such claim to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the CertificateholdersHolders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts owed to counsel. (ii) The Trustee is hereby granted the Trustee under Section 6.07. Nothing contained in this Trust Agreement shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any Certificateholder.authority to:

Judicial Proceedings Instituted by Trustee. (a) Trustee May Bring Suit. If there shall be a failure to make payment of the principal of, of premium, if any, or interest on any Equipment Secured Note, or if there be any failure to pay any other amount payable by EEX to the Indenture Trustee or the Holders under any Operative Document when due and payable, then the Trustee, in its own name, and as trustee of an express trust, as holder of such Equipment Secured Notes, shall be, to the extent permitted by and in accordance with the terms of the Transaction DocumentsNote Documents applicable to such Secured Note, entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Secured Notes and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. (b) Trustee May File Proofs of Claim; Appointment of Trustee as Attorney-in-Fact in Judicial Proceedings. The Trustee in its own name, or as trustee of an express trust, or as attorney-in-fact for the Certificateholders, or in any one or more of such capacities (irrespective of whether distributions on the Certificates shall then be due and payable, or the payment of the principal on the Equipment Secured 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 to the Indenture Trustee for the payment of overdue principal, premium (if any) or interest on the Equipment Secured Notes), shall be entitled and empowered to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Certificateholders allowed in any receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any other judicial proceedings relative to EEX or the Company or a LessorC-49 Indenture Trustee, their respective creditors or property. Any receiver, assignee, trustee, liquidator, sequestrator (or similar official) in any such judicial proceeding is hereby authorized by each Certificateholder to make payments in respect of such claim to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Certificateholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts owed to the Trustee under Section 6.07counsel. Nothing contained in this Trust Agreement shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any Certificateholder.

Judicial Proceedings Instituted by Trustee. (a) Trustee May Bring Suit. If there shall be a failure to make ---------------------- payment of the principal of, premium, if any, or interest on any Equipment Secured Note, or if there shall be any failure to pay Rent (as defined in the applicable Lease) under such Lease when due and payable, then the Trustee, in its own name, and as trustee of an express trust, as holder of such Equipment NotesSecured Notes or collateral assignee of such Lease, shall be, to the extent permitted by and in accordance with the terms of the Transaction DocumentsNote Documents applicable to such Secured Note or Lease, entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Secured Notes and or under such Lease any may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. (b) Trustee May File Proofs of Claim; Appointment of Trustee as ----------------------------------------------------------- Attorney-in-Fact in Judicial Proceedings. The Trustee in its own name, or as ---------------------------------------- trustee of an express trust, or as attorney-in-fact for the Certificateholders, or in any one or more of such capacities (irrespective of whether distributions on the Certificates shall then be due and payable, or the payment of the principal on the Equipment Secured 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 to the Indenture Trustee for the payment of overdue principal, premium (if any) or interest on the Equipment Secured Notes), shall be entitled and empowered to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Certificateholders allowed in any receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any other judicial proceedings relative to any of Enserch Exploration or the Company Grantor Trustees or a Lessorthe Owner Participants, their respective creditors or property. Any receiver, assignee, trustee, liquidator, sequestrator (or similar official) in any such judicial proceeding is hereby authorized by each Certificateholder to make payments in respect of such claim to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Certificateholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts owed to the Trustee under Section 6.07counsel. Nothing contained in this Trust Agreement shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any Certificateholder.

Judicial Proceedings Instituted by Trustee. (a) If there The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Certificates, by taking and holding the same, shall be a failure conclusively deemed to make payment of the principal of, premium, if any, or interest on any Equipment Note, then have so appointed the Trustee, in its own name, ) the true and as trustee of an express trust, as holder of such Equipment Notes, shall be, to the extent permitted by and in accordance with the terms of the Transaction Documents, entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Notes and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. (b) The Trustee in its own name, or as trustee of an express trust, or as lawful attorney-in-fact for of the Certificateholdersrespective Holders, with authority to (i) make and file in the respective names of the Holders (subject to deduction from any such claims of the amounts of any claims filed by any of the Holders themselves), any claim, proof of claim or amendment thereof, debt, proof of debt or amendment thereof, petition or other document in any one or more such proceedings and to receive payment of any amounts distributable on account thereof, (ii) execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such capacities (irrespective of whether distributions on the Certificates shall then be due and payableHolders, or the payment of the principal on the Equipment 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 to the Indenture Trustee for the payment of overdue principal, premium (if any) or interest on the Equipment Notes), shall be entitled and empowered to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the respective claims of the Trustee and of the Certificateholders Holders against the Company or any such obligor, the Pledged Property or any other property of the Company allowed in any receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization such proceeding and (iii) receive payment of or any other judicial proceedings relative to the Company or a Lessor, their respective creditors or property. Any receiver, assignee, trustee, liquidator, sequestrator (or similar official) in any such judicial proceeding is hereby authorized by each Certificateholder to make payments in respect on account of such claim to the Trusteeclaims and debt; provided, and in the event however, that the Trustee shall consent to the making of such payments directly to the Certificateholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts owed to the Trustee under Section 6.07. Nothing nothing contained in this Trust Agreement shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any CertificateholderHolder. Any monies collected by the Trustee under this Section shall be applied as provided in Section 4.11. (b) All rights of action and of asserting claims under this Trust Agreement or under any of the Certificates enforceable by the Trustee may be enforced by the Trustee without possession of any of such Certificates or the production thereof at the trial or other proceedings relative thereto. (c) Any suit, action or other proceeding at law, in equity or otherwise which shall be instituted by the Trustee under any of the provisions of this Trust Agreement shall be for the equal, ratable and common benefit of all the Holders, subject to the provisions of this Trust Agreement.

Judicial Proceedings Instituted by Trustee. (a) Trustee May Bring Suit. If there shall be a failure to make ---------------------- payment of the principal of, premium, if any, or interest on any Equipment Note, or if there shall be any failure to pay Rent (as defined in the applicable Lease) under any Lease when due and payable, then the Trustee, in its own name, and as trustee of an express trust, as holder of such Equipment Notes, shall be, to the extent permitted by and in accordance with the terms of the Transaction Note Documents, entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Notes or under such Lease and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. (b) Trustee May File Proofs of Claim; Appointment of Trustee as ----------------------------------------------------------- Attorney-in-Fact in Judicial Proceedings. The Trustee in its own name, or as ---------------------------------------- trustee of an express trust, or as attorney-in-fact for the CertificateholdersCertificateholders of any series, or in any one or more of such capacities (irrespective of whether distributions on the Certificates of any series shall then be due and payable, or the payment of the principal on the any Equipment 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 to the relevant Indenture Trustee for the payment of overdue principal, premium (if any) or interest on the Equipment Notes), shall be entitled and empowered to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Certificateholders of any series allowed in any receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any other judicial proceedings relative to the Company or a Lessorany Owner Trustee or Owner Participant, their respective creditors or property. Any receiver, assignee, trustee, liquidator, sequestrator (or similar official) in any such judicial proceeding is hereby authorized by each Certificateholder to make payments in respect of such claim to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the CertificateholdersCertificateholders of any series, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts owed to the Trustee under Section 6.07counsel. Nothing contained in this Basic Agreement or any related Trust Agreement Supplement shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding or to waive or change in any way any right of any CertificateholderCertificateholder of any series.

Judicial Proceedings Instituted by Trustee. (a) Trustee May Bring Suit. If there shall be a failure to make ---------------------- payment of the principal of, premiumof or interest on a Note or Make-Whole Amount, if any, or interest on any Equipment Note, when due and payable then the Trustee, in its own name, and as trustee of an express trust, as holder of such Equipment Notes, shall be, to the extent permitted by and in accordance with the terms of this Indenture and the Transaction DocumentsNotes, entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Notes or under this Indenture and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. (b) Trustee May File Proofs of Claim; Appointment of Trustee as ----------------------------------------------------------- Attorney-in-Fact in Judicial Proceedings. The Trustee in its own name, or ---------------------------------------- as trustee of an express trust, or as attorney-in-fact for the CertificateholdersNoteholders, or in any one or more of such capacities (irrespective of whether distributions on the Certificates shall then be due and payable, or the payment of the principal on the Equipment Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand to the Indenture Trustee for the payment of overdue principal, premium (if anyotherwise) or interest on the Equipment Notes), shall be entitled and empowered to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Certificateholders Noteholders allowed in any receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any other judicial proceedings relative to the Company Company, the Guarantor or a Lessor, either of their respective creditors or property. Any receiver, assignee, trustee, liquidator, sequestrator (or similar official) in any such judicial proceeding is hereby authorized by each Certificateholder Noteholder to make payments in respect of such claim to the TrusteeTrustee and, and in the event that the Trustee shall consent to the making of such payments directly to the CertificateholdersNoteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts owed to the Trustee under Section 6.07counsel. Nothing contained in this Trust Agreement Indenture shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any CertificateholderNoteholder.

Judicial Proceedings Instituted by Trustee. (a) If there The Trustee is hereby irrevocably appointed (and the successive respective Noteholder(s) and Residual Certificateholders, by taking and holding the same, shall each be a failure conclusively deemed to make payment of the principal of, premium, if any, or interest on any Equipment Note, then have so appointed the Trustee, in its own name, ) the true and as trustee of an express trust, as holder of such Equipment Notes, shall be, to the extent permitted by and in accordance with the terms of the Transaction Documents, entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Equipment Notes and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid. (b) The Trustee in its own name, or as trustee of an express trust, or as lawful attorney-in-fact of the respective Noteholder, with authority to (i) make and file in the respective names of the Noteholder and Residual Certificateholders (subject to deduction from any such claims of the amounts of any claims filed by any of the Noteholder and Residual Certificateholders themselves), any claim, proof of claim or amendment thereof, debt, proof of debt or amendment thereof, petition or other document in any such proceedings and to receive payment of any amounts distributable on account thereof, (ii) execute any such other papers and documents and to do and perform any and all such acts and things for the and on behalf of such Noteholder and Residual Certificateholders, or in any one or more of such capacities (irrespective of whether distributions on the Certificates shall then be due and payable, or the payment of the principal on the Equipment 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 to the Indenture Trustee for the payment of overdue principal, premium (if any) or interest on the Equipment Notes), shall be entitled and empowered to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the respective claims of the Trustee and of the Noteholder and Residual Certificateholders against the Trust Estate or any other such obligor, allowed in any receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization such proceeding and (iii) receive payment of or any other judicial proceedings relative to the Company or a Lessor, their respective creditors or property. Any receiver, assignee, trustee, liquidator, sequestrator (or similar official) in any such judicial proceeding is hereby authorized by each Certificateholder to make payments in respect on account of such claim to the Trusteeclaims and debt; provided, and in the event however, that the Trustee shall consent to the making of such payments directly to the Certificateholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts owed to the Trustee under Section 6.07. Nothing nothing contained in this Trust Agreement shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any Noteholder and/or Residual Certificateholder. Any monies collected by the Trustee under this Section shall be applied as provided in Article IV. (b) All rights of action and of asserting claims under this Trust Agreement or under any may be enforced by the Trustee without possession of the Note or Residual Trust Certificates or the production thereof at the trial or other proceedings relative thereto. (c) Any suit, action or other proceeding at law, in equity or otherwise which shall be instituted by the Trustee under any of the provisions of this Trust Agreement shall be for the equal, ratable and common benefit of the Noteholder and Residual Trust Certificates, subject to the provisions of this Trust Agreement.