Common use of Right of Trustee to Enforce Payment Clause in Contracts

Right of Trustee to Enforce Payment. Subject to the provisions of Section 6.3, in case the Corporation shall fail to pay to the Trustee, on demand, and when due, the principal of and premium (if any) and interest on all or any Debt Securities then outstanding (including, without limitation, amounts due and payable as the result of a declaration pursuant to Section 6.2), together with any other amounts due hereunder, the Trustee may in its discretion and shall upon the request in writing of the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding (or, if such failure to pay relates to an Event of Default that has occurred with respect to only one or more series of Debt Securities, 25% in aggregate principal amount of the outstanding Debt Securities of such series), and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as Trustee hereunder to obtain or enforce payment of the said principal of and premium (if any) and interest (without possession of any of the Debt Securities or coupons or the production thereof at any trial or proceeding) together with any other amounts due hereunder, by any remedy provided hereunder or by law or equity. Except in accordance with the foregoing provisions of this Section 6.4 and Section 6.12, no holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding against the Corporation at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, receiver and manager, liquidator, custodian or other similar official or for any other remedy hereunder. If the written request and indemnity referred to in this Section 6.4 has been tendered to the Trustee and the Trustee has failed to act within a reasonable time thereafter, any Debt Security holder acting on behalf of himself and all other Debt Security holders shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken under this Section 6.4.

Right of Trustee to Enforce Payment. (a) Subject to the provisions of Section 6.3, in case if the Corporation shall fail to pay to the Trustee, on demand, and when due, the principal of and premium (if any) and interest on all or any Debt Securities Convertible Notes then outstanding (including, without limitation, amounts which shall have been declared by the Trustee to be due and payable as the result of a declaration pursuant to Section 6.2)6.1, together with any other amounts due hereunder, the Trustee may in its discretion and shall upon the request in writing receipt of the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding (or, if such failure to pay relates to an Event of Default that has occurred with respect to only one or more series of Debt Securities, 25% in aggregate principal amount of the outstanding Debt Securities of such series), a Convertible Noteholders' Request and upon being funded and indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as Trustee hereunder to obtain or enforce payment of the said principal of and premium (if any) and interest (without possession of any of on all the Debt Securities or coupons or the production thereof at any trial or proceeding) Convertible Notes then outstanding together with any other amounts due hereunder, by any remedy provided hereunder or by law either by legal proceedings or equityotherwise. (b) The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the holders of the Convertible Notes, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the holders of the Convertible Notes allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Corporation or its creditors or relative to or affecting its property. Except The Trustee is hereby irrevocably appointed (and the successive respective holders of the Convertible Notes by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective holders of the Convertible Notes with authority to make or file in accordance with the foregoing respective names of the holders of the Convertible Notes or on behalf of the holders of the Convertible Notes as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the holders of the Convertible Notes themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any proceedings and to receive payment of any sums becoming distributable on account thereof, and to 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 holders of the Convertible Notes, as may be necessary or advisable in the opinion of the Trustee, in order to have the respective claims of the Trustee and of the holders of the Convertible Notes against the Corporation or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided, however, that nothing contained in this Indenture shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Convertible Noteholder. (c) Any such suit or proceeding instituted by the Trustee shall 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 Convertible Notes subject to the provisions of this Section 6.4 Indenture. In any proceeding brought by the Trustee (and Section 6.12, no holder also any proceeding in which a declaratory judgment of any Debt Security of any series shall have any right by virtue a court may be sought as to the interpretation or by availing construction of any provision of this Indenture to institute any action or proceeding against the Corporation at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, receiver and manager, liquidator, custodian or other similar official or for any other remedy hereunder. If the written request and indemnity referred to in this Section 6.4 has been tendered to which the Trustee and shall be a party) the Trustee has failed to act within a reasonable time thereafter, any Debt Security holder acting on behalf of himself and all other Debt Security holders shall be entitled held to take proceedings in represent all the holders of the Convertible Notes, and it shall not be necessary to make any court holders of competent jurisdiction the Convertible Notes parties to any such as the Trustee might have taken under this Section 6.4proceeding.

Right of Trustee to Enforce Payment. Subject In the event that the Guarantor fails to pay the Note Obligations as required (a “Guarantor Event of Default”) pursuant to the provisions terms of Section 6.3, in case the Corporation shall fail to pay to the Trustee, on demand, and when due, the principal of and premium (if any) and interest on all or any Debt Securities then outstanding (including, without limitation, amounts due and payable as the result of a declaration pursuant to Section 6.2), together with any other amounts due hereunderthis Guarantee, the Trustee may in its discretion and shall upon the receipt of a request in writing of signed by the holders of not less than 25% in aggregate principal amount of the Debt Securities then Notes issued and outstanding (or, if such failure to pay relates to an Event of Default that has occurred with respect to only one or more series of Debt Securities, 25% in aggregate principal amount of the outstanding Debt Securities of such series), and upon being funded and indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as Trustee hereunder to obtain or enforce payment of the said principal of and premium (if any) and interest (without possession of any of the Debt Securities or coupons or the production thereof at any trial or proceeding) Note Obligations then outstanding together with any other amounts due hereunder, hereunder by any remedy provided hereunder such proceedings authorized by this Guarantee or by law or equityequity as the Trustee in such request shall have been directed to take, or if such request contains no such direction, or if the Trustee shall act without such request, then by such proceedings authorized by this Guarantee or by suit at law or in equity as the Trustee shall deem expedient. Except The Trustee shall be entitled and empowered, either in accordance its own name or as trustee of an express trust, or as attorney-in-fact for the Noteholders or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the Noteholders allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Guarantor or its creditors or relative to or affecting its property. The Trustee is hereby irrevocably appointed (and the successive respective Noteholders by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Noteholders with authority to make and file in the foregoing respective names of the Noteholders (if known) or on behalf of the Noteholders as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the Noteholders themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to 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 Noteholders, as may be necessary or advisable in the opinion of the Trustee, based on the advice of Counsel, in order to have the respective claims of the Trustee and of the Noteholders against the Guarantor or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided that nothing contained in this Guarantee shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Noteholder. The Trustee shall also have power at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised by Counsel shall be necessary or advisable to preserve and protect its interests and the interests of the Noteholders. 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 relating thereto. Any such suit or proceeding instituted by the Trustee shall 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 Noteholders subject to the provisions of this Section 6.4 Guarantee. In any proceeding brought by the Trustee (and Section 6.12, no holder also any proceeding in which a declaratory judgment of any Debt Security of any series shall have any right by virtue a court may be sought as to the interpretation or by availing construction of any provision of this Indenture Guarantee, to institute any action or proceeding against the Corporation at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, receiver and manager, liquidator, custodian or other similar official or for any other remedy hereunder. If the written request and indemnity referred to in this Section 6.4 has been tendered to which the Trustee and shall be a party), the Trustee has failed to act within a reasonable time thereafter, any Debt Security holder acting on behalf of himself and all other Debt Security holders shall be entitled held to take proceedings in represent all the Noteholders, and it shall not be necessary to make any court of competent jurisdiction Noteholders parties to any such as the Trustee might have taken under this Section 6.4proceeding.

Right of Trustee to Enforce Payment. Subject to the provisions of Section 6.3, in case the Corporation shall fail to pay to the Trustee, on demand, and when due, the principal of and premium (if any) and interest on all or any Debt Securities then outstanding (including, without limitation, amounts due and payable as the result of a declaration pursuant to Section 6.2)outstanding, together with any other amounts due hereunder, the Trustee may in its discretion and shall upon the request in writing of the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding (or, if such failure to pay relates to an Event of Default that has occurred with respect to only one or more series of Debt Securities, 25% in aggregate principal amount of the outstanding Debt Securities of such series)outstanding, and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as Trustee hereunder to obtain or enforce payment of the said principal of and premium (if any) and interest on all the Debt Securities then outstanding (without possession of any of the Debt Securities or coupons or the production thereof at any trial or proceeding) together with any other amounts due hereunder, by any remedy provided hereunder or by law either by legal proceedings or equityotherwise. Except in accordance with the foregoing provisions of this Section 6.4 and Section 6.12, no holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding against the Corporation at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, receiver and manager, liquidator, custodian or other similar official or for any other remedy hereunder. If the written request and indemnity referred to in this Section 6.4 has been tendered to the Trustee and the Trustee has failed to act within a reasonable time thereafterhereafter, any Debt Security holder acting on behalf of himself and all other Debt Security holders shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken under this Section 6.4.