Rights of Paying Agent. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context shall require otherwise) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article XII in addition to or in place of the Trustee, provided that Sections 12.11 and 12.12 shall not apply to such Subsidiary Guarantor if it acts as Paying Agent. EXHIBIT C GUARANTEE --------- For value received, the undersigned hereby unconditionally guarantees to the Holder of this Security the payments of principal of, premium, if any, and interest on this Security in the amounts and at the time when due and interest on the overdue principal, premium, if any, and interest, if any, of this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article XII of the Indenture and this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in accordance with Article XII of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee and all of the other provisions of the Indenture to which this Subsidiary Guarantee relates. The Indebtedness evidenced by this Subsidiary Guarantee is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full in cash or cash equivalents of all Guarantor Senior Indebtedness as defined in the Indenture, and this Subsidiary Guarantee is issued subject to such provisions. Each Holder of a Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary to appropriate to effectuate the subordination as ...
Rights of Paying Agent. (a) The Paying Agent shall be entitled to the compensation agreed upon in this Deed and in accordance with the Fee Letter with the Issuer for all services rendered by it, and the Issuer agrees to promptly pay such compensation and to reimburse the Paying Agent on written demand for properly incurred and documented costs and out-of-pocket expenses (including legal fees and expenses) in connection with the appointment and the services rendered by it hereunder (plus any applicable value added tax).
Rights of Paying Agent. In connection with acting hereunder, the Paying Agent shall be entitled to the rights, protections, benefits, immunities and indemnities provided to the Trustee and set forth in the Indenture. For the avoidance of doubt, the provisions of Section 607 of the Indenture shall apply mutatis mutandis to the Paying Agent.
Rights of Paying Agent. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context shall require otherwise) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article XI in addition to or in place of the Trustee, provided that Sections 11.6 and 11.7 shall not apply to the Company if it acts as Paying Agent. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Rights of Paying Agent. Notwithstanding Section 17.03 hereof, any Paying Agent (if not the Company or a Subsidiary of the Company) may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, an Officer of the Paying Agent receives notice satisfactory to him that payments may not be made under this Article 17. The Company, any Guarantor, the Registrar, a Representative or a holder of Senior Indebtedness or Guarantor Senior Indebtedness shall be entitled to give such notice; provided, however, that, if an issue of Senior Indebtedness or Guarantor Senior Indebtedness has a Representative, only the Representative, or, in the case of the Financing Agreement, the administrative agent thereunder, shall be entitled to give such notice. The Paying Agent and Registrar (if not the Company or a Subsidiary of the Company), in their individual or any other capacity shall be entitled to hold Guarantor Senior Indebtedness with the same rights they would have if they were not the Paying Agent or Registrar, respectively. The Paying Agent and Registrar shall be entitled to all the rights set forth in this Article 17 with respect to any Guarantor Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of such Guarantor Senior Indebtedness.
Rights of Paying Agent. (a) The Paying Agent may rely on any Disbursement Instruction reasonably believed by it to be genuine and to have been signed or presented by First Guaranty. The Paying Agent need not investigate any fact or matter stated in the Disbursement Instruction and is entitled to rely on the completeness and accuracy of the Disbursement Instruction and to make payment hereunder in accordance with the Disbursement Instruction.
Rights of Paying Agent. (a) If any amounts to be distributed pursuant to this Agreement are at any time attached, garnished or levied upon under any court order or in the event the payment of any amounts to be distributed pursuant to this Agreement shall be stayed or enjoined by any court order, or in case any order, writ, judgment or decree shall be made or entered by any court affecting such amounts or any part thereof, then and in any of such events, Paying Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel is binding upon it. If Paying Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties to this Agreement or to any other person by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.
Rights of Paying Agent. 115 SIGNATURES ................................................................ S-1 EXHIBIT A - Form of Security EXHIBIT B - Terms of Subsidiary Guarantee EXHIBIT C - Form of Subsidiary Guarantee EXHIBIT D Form of Certificate of Transfer EXHIBIT E Form of Certificate of Exchange INDENTURE dated as of May 30, 1997, between NAVISTAR FINANCIAL CORPORATION, a Delaware corporation, as Issuer (the "Company"), and THE FUJI BANK AND TRUST COMPANY, as Trustee (the "Trustee"). The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of the 9% Senior Subordinated Notes due June 1, 2002 of the Company (the "Securities") to be issued as provided for in this Indenture. All things necessary to make the Securities, when duly issued and executed by the Company and authenticated and delivered hereunder, the valid obligations of the Company, and to make this Indenture a valid, binding agreement of the Company, in accordance with their respective terms, have been done. The parties hereto agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders:
