Common use of Proceedings by the Trustee Clause in Contracts

Proceedings by the Trustee. Whenever any demand for payment has been made under a Debt Securities Guarantee, or if a Guarantor shall fail to pay when due (whether or not any demand for payment has been made) any amount which is payable under a Debt Securities Guarantee, but in each case subject to the provisions of Section 6.12 and any extraordinary resolution: (a) the Trustee, in the exercise of its discretion, may proceed to enforce the rights thereunder of the Trustee and of the Debt Securities holders entitled to the benefit thereof by any action, suit, remedy or proceeding authorized or permitted by law or by equity, and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to the benefit thereof lodged in any bankruptcy, winding-up or other judicial proceedings relative to the any Guarantor; and (b) upon receipt of a request in writing signed by the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding (or, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount of the then outstanding Debt Securities of such series) and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, the Trustee shall proceed in its name as Trustee hereunder to obtain or enforce payment of the amount due under such Debt Securities Guarantee (together with any other amounts due thereunder) and shall exercise or take such one or more of the said remedies as the Trustee in such requests shall have been directed to take or, if such request contains no direction, as the Trustee may deem expedient.

Proceedings by the Trustee. a. The Trustee shall give each Bondholder notice within 15 days of the Trustee becoming aware of the occurrence of an Event of Default. b. Whenever any demand for payment Event of Default has been made under a Debt Securities Guaranteeoccurred, or if a Guarantor shall fail to pay when due (whether or not any demand for payment has been made) any amount which is payable under a Debt Securities Guarantee, but in each case subject to the provisions of Section 6.12 and any extraordinary resolution: (a) the Trustee, in the exercise of its their discretion, or upon the decision of the Bondholders in a meeting called pursuant to Schedule F may proceed to enforce the rights thereunder of the Trustee under the Charge and the rights of the Debt Securities holders entitled to the benefit thereof Bondholders by any action, suit, remedy or proceeding authorized or permitted by law or by equity, equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to the benefit thereof Bondholders lodged in any bankruptcy, winding-winding up or other judicial proceedings relative to OCLT and/or the any Guarantor; andReal Properties. (b) upon receipt of a request in writing signed by c. No such remedy or proceeding for the holders of not less than 25% in aggregate principal amount enforcement of the Debt Securities then outstanding (or, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount rights of the then outstanding Debt Securities of such series) and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, the Trustee shall proceed in its name as Trustee hereunder to obtain or enforce payment of the amount due under such Debt Securities Guarantee (together with Bondholders shall be exclusive of or dependent on any other amounts due thereunder) and shall exercise or take such remedy but any one or more of such remedies may from time to time be exercised independently or in combination. d. Upon the said remedies as exercising or taking by the Trustee in of any such requests remedies or proceedings, the principal and interest outstanding on all Bonds then outstanding shall have been directed forthwith become due and payable to take or, if such request contains no direction, as the Trustee. e. All rights of action hereunder may be enforced by the Trustee may deem expedientwithout the possession of any of the Bonds or the production thereof on the trial or other proceedings relative thereto. f. No delay or omission of the Trustee or of the Bondholders to exercise any remedy referred to in this paragraph shall impair any such remedy or shall be construed to be a waiver or acquiescence of any default.

Proceedings by the Trustee. Whenever any demand for payment Event of Default hereunder has been made under a Debt Securities Guarantee, or if a Guarantor shall fail to pay when due (whether or not any demand for payment has been made) any amount which occurred and is payable under a Debt Securities Guaranteecontinuing, but in each case subject to section 7.3 and to the provisions of Section 6.12 and any extraordinary resolutionSpecial Resolution: (a) the Trustee, in the exercise of its discretiondiscretion and without further notice, may proceed to enforce the rights thereunder of the Trustee and of the Debt Securities holders entitled to the benefit thereof Noteholders by any action, suit, remedy remedy, including, but not limited to, appointing a receiver, or proceeding authorized or permitted by law or by equity, equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to the benefit thereof Holders lodged in any bankruptcy, winding-up termination or other judicial proceedings relative to the any GuarantorGBG; and (b) upon receipt of if so directed by a request in writing signed by the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding (orSpecial Resolution and, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount of the then outstanding Debt Securities of such series) and upon being indemnified and funded to its reasonable satisfaction against all costs, expenses and liabilities to be incurredas provided in section 12.2, the Trustee shall proceed in its name as Trustee hereunder to obtain or enforce payment of the amount due under such Debt Securities Guarantee (together with any other amounts due thereunder) and shall exercise or take such one or more of the said such remedies as the Trustee in such requests shall have been directed to take Special Resolution may direct or, if such request Special Resolution contains no direction, as the Trustee may deem expedient. Notwithstanding any other provision of this Indenture, neither the Trustee nor any Person related to the Trustee shall be appointed a receiver or receiver and manager or liquidator of any part of the property or assets of GBG or the Guarantors. No delay or omission of the Trustee or of the Noteholders to exercise any remedy referred to in this paragraph shall impair any such remedy or shall be construed to be a waiver of any default hereunder or acquiescence therein. GBG shall be liable to the Trustee for all costs incurred by the Trustee in connection with the enforcement of rights under this Indenture, including the fees and expenses of Trustee’s counsel, which costs shall be repayable and bear interest as provided in Section 6.2. No such remedy for the enforcement of the rights of the Trustee or of the Noteholders shall be exclusive of or dependent on any other such remedy but any one or more of such remedies may from time to time be exercised independently or in combination. Upon the exercise or taking by the Trustee of any such remedies, whether or not a declaration and demand have been made pursuant to section 7.2, the principal and interest on, if any, all Notes and other moneys payable under section 7.2 shall forthwith become due and payable to the Trustee as though such a declaration and a demand therefor had actually been made. All rights of action hereunder may be enforced by the Trustee, without the possession of any of the Notes or the production thereof on the trial or other proceedings relative thereto.

Proceedings by the Trustee. (a) Whenever any demand for payment Event of Default hereunder has been made under a Debt Securities Guarantee, or if a Guarantor shall fail occurred and the Trustee has given notice to pay when due (whether or not any demand for payment has been made) any amount which is payable under a Debt Securities Guaranteethe Company in accordance with Section 8.02, but in each case subject to the provisions of Article Four, Subsection 8.02(b) and Section 6.12 8.03 and to the provisions of any extraordinary resolutionExtraordinary Resolution that may 75 69. be passed by the Noteholders or the holders of Notes of either series as a series: (ai) the Trustee, in the exercise of its discretion, may proceed to enforce the rights thereunder of the Trustee and of the Debt Securities holders entitled to the benefit thereof Noteholders by any action, suit, remedy or proceeding authorized or permitted by law or by equity, equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to the benefit thereof noteholders lodged in any bankruptcy, winding-up or other judicial proceedings relative to the any GuarantorCompany; and (bii) upon receipt of a request in writing signed Noteholders' Request, or upon being so directed by the holders provisions of not less than 25% in aggregate principal amount of the Debt Securities then outstanding (or, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount of the then outstanding Debt Securities of such series) an Extraordinary Resolution and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurredas provided in Section 15.02, the Trustee shall proceed in its name as Trustee hereunder to obtain or enforce payment of the amount due under such Debt Securities Guarantee (together with any other amounts due thereunder) and shall exercise or take such one or more of the said remedies as the Trustee in such requests shall have been directed to take Noteholders' Request or Extraordinary Resolution may direct or, if such request Noteholders' Request or Extraordinary Resolution contains no direction, as the Trustee may deem expedient. (b) No such remedy for the enforcement of the rights of the Trustee or of the Noteholders shall be exclusive of or dependent on any other such remedy but any one or more of such remedies may from time to time be exercised independently or in combination. (c) Subject to Subsection 8.02(b), upon the exercising or taking by the Trustee of any of such remedies whether or not a declaration and demand have been made pursuant to Section 8.02, the principal of and interest payable on all Notes then outstanding and the other moneys payable under Section 8.02 shall forthwith become due and payable to the Trustee as though such a declaration and a demand therefor had actually been made. (d) All rights of action hereunder may be enforced by the Trustee without the possession of any of the Notes or the production thereof on the trial or other proceedings relative thereto.

Proceedings by the Trustee. 10.1 The Trustee shall give each Bondholder notice of the particulars within 15 days of the Trustee becoming aware of the occurrence of an Event of Default. 10.2 Whenever any demand for payment Event of Default has been made under a Debt Securities Guaranteeoccurred, or if a Guarantor shall fail to pay when due (whether or not any demand for payment has been made) any amount which is payable under a Debt Securities Guarantee, but in each case subject to the provisions of Section 6.12 and any extraordinary resolution: (a) the Trustee, in the exercise of its their discretion, or upon the decision of the Bondholders in a meeting called pursuant to Schedule E may proceed to enforce the rights thereunder of the Trustee under the Charge and the rights of the Debt Securities holders entitled to the benefit thereof Bondholders by any action, suit, remedy or proceeding authorized or permitted by law or by equity, equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to the benefit thereof Bondholders lodged in any bankruptcy, winding-winding up or other judicial proceedings relative to RadStorm and/or the any Guarantor; andReal Property. (b) upon receipt of a request in writing signed by 10.3 No such remedy or proceeding for the holders of not less than 25% in aggregate principal amount enforcement of the Debt Securities then outstanding (or, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount rights of the then outstanding Debt Securities of such series) and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, the Trustee shall proceed in its name as Trustee hereunder to obtain or enforce payment of the amount due under such Debt Securities Guarantee (together with Bondholders shall be exclusive of or dependent on any other amounts due thereunder) and shall exercise or take such remedy but any one or more of such remedies may from time to time be exercised independently or in combination. 10.4 Upon the said remedies as exercising or taking by the Trustee in of any such requests remedies or proceedings, the principal and interest outstanding on all Bonds then outstanding shall have been directed forthwith become due and payable to take or, if such request contains no direction, as the Trustee. 10.5 All rights of action hereunder may be enforced by the Trustee may deem expedientwithout the possession of any of the Bonds or the production thereof on the trial or other proceedings relative thereto. 10.6 No delay or omission of the Trustee or of the Bondholders to exercise any remedy referred to in this paragraph shall impair any such remedy or shall be construed to be a waiver or acquiescence of any default.

Proceedings by the Trustee. 12.1 The Trustee shall give each Security Holder notice within 15 days of the Trustee becoming aware of the occurrence of an Event of Default. 12.2 Whenever any demand for payment Event of Default has been made under a Debt Securities Guaranteeoccurred, or if a Guarantor shall fail to pay when due (whether or not any demand for payment has been made) any amount which is payable under a Debt Securities Guarantee, but in each case subject to the provisions of Section 6.12 and any extraordinary resolution: (a) the Trustee, in the exercise of its his discretion, or upon the decision of the Security Holders in a meeting called pursuant to Schedule F may proceed to enforce the rights thereunder of the Trustee under the Charge and the rights of the Debt Securities holders entitled to the benefit thereof Security Holders by any action, suit, remedy or proceeding authorized or permitted by law or by equity, equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to the benefit thereof Security Holders lodged in any bankruptcy, winding-winding up or other judicial proceedings relative to the any Guarantor; andCo-operative and/or the Biogas Project. (b) upon receipt of a request in writing signed by 12.3 No such remedy or proceeding for the holders of not less than 25% in aggregate principal amount enforcement of the Debt Securities then outstanding (or, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount rights of the then outstanding Debt Securities of such series) and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, the Trustee shall proceed in its name as Trustee hereunder to obtain or enforce payment of the amount due under such Debt Securities Guarantee (together with Security Holders shall be exclusive of or dependent on any other amounts due thereunder) and shall exercise or take such remedy but any one or more of such remedies may from time to time be exercised independently or in combination. 12.4 Upon the said remedies as exercising or taking by the Trustee in of any such requests remedies or proceedings, the principal and interest outstanding on all Securities then outstanding shall have been directed forthwith become due and payable to take or, if such request contains no direction, as the Trustee. 12.5 All rights of action hereunder may be enforced by the Trustee may deem expedientwithout the possession of any of the Securities or the production thereof on the trial or other proceedings relative thereto. 12.6 No delay or omission of the Trustee or of the Security Holders to exercise any remedy referred to in this paragraph shall impair any such remedy or shall be construed to be a waiver or acquiescence of any default.

Proceedings by the Trustee. Whenever any demand for payment Event of Default hereunder has been made under a Debt Securities Guarantee, or if a Guarantor shall fail to pay when due (whether or not any demand for payment has been made) any amount which occurred and is payable under a Debt Securities Guaranteecontinuing, but in each case subject to section 7.3 and to the provisions of Section 6.12 and any extraordinary resolutionSpecial Resolution: (a) the Trustee, in the exercise of its discretiondiscretion and without further notice, may proceed to enforce the rights thereunder of the Trustee and of the Debt Securities holders entitled to the benefit thereof Noteholders by any action, suit, remedy or proceeding authorized or permitted by law or by equity, equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to the benefit thereof Holders lodged in any bankruptcy, winding-up termination or other judicial proceedings relative to VGZ or the any Guarantor; and (b) upon receipt of if so directed by a request in writing signed by the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding (orSpecial Resolution and, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount of the then outstanding Debt Securities of such series) and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurredas provided in section 12.2, the Trustee shall proceed in its name as Trustee hereunder to obtain or enforce payment of the amount due under such Debt Securities Guarantee (together with any other amounts due thereunder) and shall exercise or take such one or more of the said such remedies as the Trustee in such requests shall have been directed to take Special Resolution may direct or, if such request Special Resolution contains no direction, as the Trustee may deem expedient. No delay or omission of the Trustee or of the Noteholders to exercise any remedy referred to in this paragraph shall impair any such remedy or shall be construed to be a waiver of any default hereunder or acquiescence therein. VGZ shall be liable to the Trustee for all costs incurred by the Trustee in connection with the enforcement of rights under this Indenture. No such remedy for the enforcement of the rights of the Trustee or of the Noteholders shall be exclusive of or dependent on any other such remedy but any one or more of such remedies may from time to time be exercised independently or in combination. Upon the exercise or taking by the Trustee of any such remedies, whether or not a declaration and demand have been made pursuant to section 7.2, the principal and interest on, if any, all Notes and other moneys payable under section 7.2 shall forthwith become due and payable to the Trustee as though such a declaration and a demand therefor had actually been made. All rights of action hereunder may be enforced by the Trustee, without the possession of any of the Notes or the production thereof on the trial or other proceedings relative thereto.

Proceedings by the Trustee. 12.1 The Trustee shall give each Bondholder notice within 15 days of the Trustee becoming aware of the occurrence of an Event of Default. 12.2 Whenever any demand for payment Event of Default has been made under a Debt Securities Guaranteeoccurred, or if a Guarantor shall fail to pay when due (whether or not any demand for payment has been made) any amount which is payable under a Debt Securities Guarantee, but in each case subject to the provisions of Section 6.12 and any extraordinary resolution: (a) the Trustee, in the exercise of its their discretion, or upon the decision of the Bondholders in a meeting called pursuant to Schedule F may proceed to enforce the rights thereunder of the Trustee under the Charge and the rights of the Debt Securities holders entitled to the benefit thereof Bondholders by any action, suit, remedy or proceeding authorized or permitted by law or by equity, equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to the benefit thereof Bondholders lodged in any bankruptcy, winding-winding up or other judicial proceedings relative to KMCLT and/or the any Guarantor; andReal Properties. (b) upon receipt of a request in writing signed by 12.3 No such remedy or proceeding for the holders of not less than 25% in aggregate principal amount enforcement of the Debt Securities then outstanding (or, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount rights of the then outstanding Debt Securities of such series) and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, the Trustee shall proceed in its name as Trustee hereunder to obtain or enforce payment of the amount due under such Debt Securities Guarantee (together with Bondholders shall be exclusive of or dependent on any other amounts due thereunder) and shall exercise or take such remedy but any one or more of such remedies may from time to time be exercised independently or in combination. 12.4 Upon the said remedies as exercising or taking by the Trustee in of any such requests remedies or proceedings, the principal and interest outstanding on all Bonds then outstanding shall have been directed forthwith become due and payable to take or, if such request contains no direction, as the Trustee. 12.5 All rights of action hereunder may be enforced by the Trustee may deem expedientwithout the possession of any of the Bonds or the production thereof on the trial or other proceedings relative thereto. 12.6 No delay or omission of the Trustee or of the Bondholders to exercise any remedy referred to in this paragraph shall impair any such remedy or shall be construed to be a waiver or acquiescence of any default.

Proceedings by the Trustee. (1) Whenever any demand for payment an Event of Default has been made under a Debt Securities Guarantee, or if a Guarantor shall fail to pay when due (whether or not any demand for payment has been made) any amount which is payable under a Debt Securities Guaranteeoccurred, but in each case subject to the provisions of Section 6.12 8.4 and to the provisions of any extraordinary resolutionExtraordinary Resolution: (a) the Trustee, in the exercise of its discretion, may proceed to enforce the rights thereunder of the Trustee and of the Debt Securities holders entitled to the benefit thereof Debentureholders by any action, suit, remedy or proceeding authorized or permitted by law or by equity, equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to the benefit thereof Debentureholders lodged in any bankruptcy, winding-up or other judicial proceedings relative to the any GuarantorBank; (b) the Trustee shall call a meeting of Debentureholders in accordance with Article 11; and (bc) upon receipt of a request in writing signed by Debentureholders' Request the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding (orTrustee, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount of the then outstanding Debt Securities of such series) subject to and upon being indemnified to its reasonable satisfaction against all costs, expenses receiving sufficient funds and liabilities to be incurred, the Trustee shall proceed indemnity as provided in its name as Trustee hereunder to obtain or enforce payment of the amount due under such Debt Securities Guarantee (together with any other amounts due thereunderSubsection 13.2(2) and shall exercise or take such one or more of the said remedies as the Trustee in such requests shall have been directed to take Debentureholders' Request may direct or, if such request Debentureholders' Request contains no direction, as the Trustee may deem expedient. (2) No such remedy for the enforcement of the rights of the Trustee or of the Debentureholders shall be exclusive of or dependent on any other such remedy but any one or more of such remedies may from time to time be exercised independently or in combination. (3) Upon the exercising or taking by the Trustee of any such remedies, whether or not a declaration and demand have been made pursuant to Section 8.3, the principal of and interest on all Debentures then outstanding and the other moneys payable under Section 8.3 shall forthwith become due and payable to the Trustee as though such a declaration and a demand therefor had actually been made. (4) All rights of action hereunder may be enforced by the Trustee without the possession of any of the Debentures or coupons or the production thereof on the trial or other proceedings relative thereto. Any such suit or proceeding instituted by the Trustee may be brought in the name of the Trustee as trustee of an express trust, and any recovery of judgment shall be for the rateable benefit of the holders of the Debentures subject to the provisions of this Trust Indenture. In any proceeding brought by the Trustee (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of the Trust Indenture, to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debentures and it shall not be necessary to make any holders of the Debentures parties to any such proceeding. (5) No delay or omission of the Trustee or of the Debentureholders to exercise any remedy referred to in Subsection 8.7(1) shall impair any such remedy or shall be construed to be a waiver of any default hereunder or acquiescence therein. (6) The Trustee shall also have the power at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests and the interests of the holders of the Debentures.

Proceedings by the Trustee. Whenever any demand for payment Event of Default hereunder has been made under a Debt Securities Guarantee, or if a Guarantor shall fail to pay when due (whether or not any demand for payment has been made) any amount which occurred and is payable under a Debt Securities Guaranteecontinuing, but in each case subject to the provisions of Section 6.12 section 8.03 and to the provisions of any extraordinary resolutionExtraordinary Resolution: (a1) the Trustee, in the exercise of its discretiondiscretion and without further notice, may proceed to enforce the rights thereunder of the Trustee and the Holders of the Debt Securities holders entitled to the benefit thereof Debentures by any action, suit, remedy or proceeding authorized or permitted by law or by equity, equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to the benefit thereof Holders of Debentures lodged in any bankruptcy, winding-up or other judicial proceedings relative to the any GuarantorCompany; and (b2) upon receipt of a request in writing signed Debentureholders’ Request or if so directed by the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding (oran Extraordinary Resolution, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount of the then outstanding Debt Securities of such series) and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurredas provided in section 13.01, the Trustee shall proceed in its name as Trustee hereunder to obtain or enforce payment of the amount due under such Debt Securities Guarantee (together with any other amounts due thereunder) and shall exercise or take such one or more of the said remedies as the Trustee in such requests shall have been directed to take Debentureholders’ Request or Extraordinary Resolution may direct or, if such request Debentureholders’ Request or Extraordinary Resolution contains no direction, as the Trustee may deem expedient. No delay or omission of the Trustee or of the Holders of Debentures to exercise any remedy referred to in this paragraph shall impair any such remedy or shall be construed to be a waiver of any default hereunder or acquiescence therein. No such remedy for the enforcement of the rights of the Trustee or of the Holders of Debentures shall be exclusive of or dependent on any other such remedy but any one or more of such remedies may from time to time be exercised independently or in combination. Upon the exercise or taking by the Trustee of any such remedies, whether or not a declaration and demand have been made pursuant to section 8.02, the principal and interest on all Debentures and other moneys payable under section 8.02 shall forthwith become due and payable to the Trustee as though such a declaration and a demand therefor had actually been made. All rights of action hereunder may be enforced by the Trustee without the possession of any of the Debentures or the production thereof on the trial or other proceedings relative thereto.

Proceedings by the Trustee. Whenever any demand for payment has been made under a Debt Securities Guarantee, or if a Guarantor shall fail to pay when due (whether or not any demand for payment has been madea) any amount which is payable under a Debt Securities Guarantee, but in each case subject Subject to the provisions of Section 6.12 8.3 and to the provisions of any extraordinary resolutionExtraordinary Resolution, whenever any Event of Default hereunder has occurred: (ai) the Trustee, in the exercise of its discretion, may proceed to enforce the rights thereunder of any or all of the Trustee and of the Debt Securities holders entitled to the benefit thereof Debentureholders by any action, suit, remedy or proceeding authorized or permitted by law or by equity, equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to the benefit thereof Debentureholders lodged in any bankruptcy, winding-up or other judicial proceedings relative to the any GuarantorCorporation; and (bii) upon receipt of a request in writing signed by the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding (or, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount of the then outstanding Debt Securities of such series) and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurredDebentureholders' Request, the Trustee shall proceed in its name as Trustee hereunder Trustee, subject to obtain or enforce payment the provisions of the amount due under such Debt Securities Guarantee (together with any other amounts due thereunder) and Section 13.2, shall exercise or take such one or more of the said such remedies as the Debentureholders' Request may direct. (b) No such remedy for the enforcement of the rights of the Trustee or of the Debentureholders shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies may from time to time be exercised independently or in combination. (c) Upon the occurrence of an Event of Default and upon the exercising or taking by the Trustee of any such requests shall remedies, whether or not a declaration and demand have been directed made pursuant to take orthe provisions of Section 8.2, the principal and interest of all Debentures then outstanding and the other monies payable pursuant to the provisions of this Indenture shall, if such request contains no direction, as the Trustee so elects, forthwith become due and payable to the Trustee as though such a declaration and a demand therefor had actually been made. (d) All rights of action hereunder may deem expedientbe enforced by the Trustee without the possession of any of the Debentures or coupons or the production thereof at the trial or other proceedings relative thereto. (e) No delay or omission of the Trustee or of the Debentureholders to exercise any remedy referred to in Subsection 8.4(a) shall impair any such remedy or shall be construed to be a waiver of any default hereunder or acquiescence therein.

Proceedings by the Trustee. Whenever any demand for payment Event of Default hereunder has been made under a Debt Securities Guarantee, or if a Guarantor shall fail to pay when due (whether or not any demand for payment has been made) any amount which occurred and is payable under a Debt Securities Guaranteecontinuing, but in each case subject to the provisions of Section 6.12 section 5.04 and to the provisions of any extraordinary resolution: (a) Extraordinary Resolution: the Trustee, in the exercise of its discretionwithout further notice, may proceed to enforce the rights thereunder of the Trustee and the holders of the Debt Securities holders entitled to the benefit thereof Notes by any action, suit, remedy or proceeding authorized or permitted by law or by equity, equity and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Debt Securities holders entitled to of the benefit thereof Notes lodged in any bankruptcy, winding-up or other judicial proceedings relative to the any GuarantorCorporation; and (b) and upon receipt of a request in writing signed Registered Noteholder's Request or if so directed by the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding (oran Extraordinary Resolution, if the Debt Securities Guarantee is only for the benefit of one or more series of Debt Securities, 25% in aggregate principal amount of the then outstanding Debt Securities of such series) and upon being funded and indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurredas provided in section 10.01, the Trustee shall proceed in its name as Trustee hereunder to obtain or enforce payment of the amount due under such Debt Securities Guarantee (together with any other amounts due thereunder) and shall exercise or take such one or more of the said remedies as the Trustee in such requests shall have been directed to take Registered Noteholders' Request or Extraordinary Resolution may direct or, if such request Registered Noteholders' Request or Extraordinary Resolution contains no direction, as the Trustee may deem expedient. No delay or omission of the Trustee or of the Registered Noteholders to exercise any remedy referred to in this paragraph shall impair any such remedy or shall be construed to be a waiver of any default hereunder or acquiescence therein. No such remedy for the enforcement of the rights of the Trustee or of the Registered Noteholders shall be exclusive of or dependent on any other such remedy but any one or more of such remedies may from time to time be exercised independently or in combination. Upon the exercise or taking by the Trustee of any such remedies, whether or not a declaration and demand have been made pursuant to section 5.03, the principal and interest on all Notes and other moneys payable under section 5.03 shall forthwith become due and payable to the Trustee as though such a declaration and a demand therefor had actually been made. All rights of action hereunder may be enforced by the Trustee without the possession of any of the Notes or the production thereof on the trial or other proceedings relative thereto.