Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. (a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. (b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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: (i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) 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 Noteholders, any Currency Swap Counterparty and the Indenture Trustee on their behalf; and (iv) 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 Indenture Trustee, any Currency Swap Counterparty or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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. (e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty. (f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterparty, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 6 contracts
Sources: Indenture (SLM Student Loan Trust 2005-7), Indenture (SLM Student Loan Trust 2005-6), Indenture (SLM Student Loan Trust 2005-8)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole entire amount then due and payable on such Notes for in respect of principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and related Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon on such Notes and collect in the manner provided by law out of the Trust Estate or the property of the Issuer or any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuingoccurs, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretionor shall at the direction of the Holders of at least a majority of the Outstanding Amount of the Notes, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon on the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Bankruptcy Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable out-of-pocket expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsor regulation, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and any other amounts due the Indenture Trustee under Section 6.07.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 6 contracts
Sources: Indenture (BMW Vehicle Owner Trust 2016-A), Indenture (BMW Vehicle Owner Trust 2016-A), Indenture (BMW Fs Securities LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) there is a default is made in relating to the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, days or (ii) default is made an Event of Default occurs in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at on the related Note Final Maturity Scheduled Payment Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of such Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon on the overdue principal, principal at the applicable Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 and applicable Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts described in Section 5.03(a) upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretionacting at the direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar lawInsolvency Law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders of Notes allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsApplicable Law, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, counsel and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of the Indenture Trustee’s or each predecessor Indenture Trustee’s negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions Holders of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2019-A), Indenture (Mercedes-Benz Auto Lease Trust 2019-A), Indenture (Mercedes-Benz Auto Lease Trust 2018-B)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that that, if (i) default is made in the payment Notes are accelerated following the occurrence of any interest on any Note when the same becomes due and payable, and such default continues for a period an Event of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity DateDefault, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 applicable interest rates, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs shall have occurred and is be continuing, the Indenture Trustee mayshall (i) if no Insurer Default shall have occurred and be continuing, at the direction of the Insurer, or (ii) if an Insurer Default shall have occurred and be continuing, at the direction of the Noteholders representing at least 66 2/3% of the Note Balances, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstatePledged Assets, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and Trustee, each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also including any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 6 contracts
Sources: Indenture (Uacsc Auto Trusts Uacsc 1999-D Owner Trust Auto Rec Bac Note), Indenture (Uacsc 2000-D Owner Trust Auto Rec Backed Notes), Indenture (Uacsc Auto Trusts Uacsc 1999-C Owner Trust Auto Rec Bac Note)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note Note, so long as any amounts remain unpaid with respect to the Notes, when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 6 contracts
Sources: Indenture (Nissan Auto Receivables Corp Ii), Indenture (Nissan Auto Receivables 2002 C Owner Trust), Indenture (Nissan Auto Receivables 2003-C Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note Note, so long as any amounts remain unpaid with respect to the Notes, when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i1) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii2) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii3) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv4) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 6 contracts
Sources: Indenture (Nissan Auto Receivables 2011-a Owner Trust), Indenture (Nissan Auto Receivables 2011-a Owner Trust), Indenture (Nissan Auto Receivables 2010-a Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of thirty-five days, (35) days or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole entire amount then due and payable on such Notes for in respect of principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and related Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon on such Notes and collect in the manner provided by law out of the Trust Estate or the property of the Issuer or any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuingoccurs, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretionor shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon on the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable out-of-pocket expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterparty, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 6 contracts
Sources: Indenture (Hyundai Auto Receivables Trust 2017-B), Indenture (Hyundai Auto Receivables Trust 2017-B), Indenture (Hyundai Abs Funding LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Controlling Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 2.07 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 6 contracts
Sources: Indenture (SLM Education Credit Funding LLC), Indenture (SLM Education Credit Funding LLC), Indenture (SLM Education Credit Funding LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer Issuing Entity covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallIssuing Entity will, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at a rate per annum equal to the rate specified in Section 2.7 sum of (i) the respective Note Interest Rate borne by such Notes and (ii) 1.0% and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer Issuing Entity shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Issuing Entity or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer Issuing Entity or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Bankruptcy Code or any other applicable Federal 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 Issuer Issuing Entity or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer Issuing Entity or other obligor upon the Notes, or to the creditors or property of the Issuer Issuing Entity or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the IssuerIssuing Entity, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 6 contracts
Sources: Indenture (John Deere Owner Trust 2015-B), Indenture (John Deere Owner Trust 2015), Indenture (John Deere Owner Trust 2014)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith If an Event of Default under Section 5.01(a) or Section 5.01(b) has occurred and is continuing, subject to pay such amounts upon such demandSection 10.16, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and and, subject to the limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon such Notes the Storm Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notesthe Storm Recovery Bonds wherever situated the moneys payable, wherever situatedor the Storm Recovery Collateral and the proceeds thereof, the moneys adjudged whole amount then due and payable on the Storm Recovery Bonds for principal, premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective rate borne by the Storm Recovery Bonds or decreed the applicable tranche and in addition thereto such further amount as shall be sufficient to be payablecover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(b) If an Event of Default (other than Event of Default under Section 5.01(g)) occurs and is continuing, the Indenture Trustee mayshall, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Holders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by law, including foreclosing or otherwise enforcing the Lien of the Collateral securing the Storm Recovery Bonds or applying to the Commission or a court of competent jurisdiction for sequestration of revenues arising with respect to the Property.
(c) In case there shall be pending, relative to the Issuer If an Event of Default under Section 5.01(e) or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligorSection 5.01(f) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any Notes Storm Recovery Bonds shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.03, shall be entitled and empowered, by intervention in any Proceedings related to such proceedings Event of Default or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal principal, premium, if any, and interest owing and unpaid in respect of the Notes Storm Recovery Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders in any election of a trusteetrustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Holders and of the Indenture Trustee on their behalf; and
(iv) to file such proofs of claim and other papers or and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders allowed in any judicial Proceedings proceeding relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Storm Recovery Bonds or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(e) All rights of action and of asserting claims under this Indenture, or under any of the NotesStorm Recovery Bonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Storm Recovery Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyStorm Recovery Bonds.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterparty, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 6 contracts
Sources: Indenture (Duke Energy Progress NC Storm Funding LLC), Indenture (Duke Energy Progress NC Storm Funding LLC), Indenture (Duke Energy Progress NC Storm Funding LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of thirty-five days(35) days or, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole entire amount then due and payable on such Notes for in respect of principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and related Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon on such Notes and collect in the manner provided by law out of the Trust Estate or the property of the Issuer or any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuingoccurs, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Notes, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon on the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable out-of-pocket expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsor regulation, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses expenses, reimbursements, indemnities and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 5 contracts
Sources: Indenture (Hyundai Auto Receivables Trust 2010-A), Indenture Agreement (Hyundai Abs Funding Corp), Indenture (Hyundai Auto Receivables Trust 2009-A)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Cross-Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Cross-Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Cross-Currency Swap Counterparty and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Cross-Currency Swap Counterparty or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Cross-Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Cross-Currency Swap Counterparty to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Cross-Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Cross-Currency Swap Counterparty, and it shall not be necessary to make any Noteholder or any Cross-Currency Swap Counterparty a party to any such Proceedings.
Appears in 5 contracts
Sources: Indenture (SLM Funding LLC), Indenture (SLM Funding LLC), Indenture (SLM Funding LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note Environmental Control Bond when the same such interest becomes due and payable, payable and such default Default continues for a period of five daysBusiness Days, or (ii) default is made in the payment of the then unpaid principal of any Note when Environmental Control Bond on the same becomes due and payable at the related Note Final Maturity Series Termination Date or Tranche Termination Date, as applicable, therefor, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Environmental Control Bonds of such Series, such amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and the whole amount then due and payable on such Notes Environmental Control Bonds for principal principal, premium, if any, and interest, with interest upon the overdue principalprincipal and premium, if any, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 respective Bond Rate of such Series or the applicable Tranche of such Series and in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such the amounts specified in clause (a) above upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes Environmental Control Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such NotesEnvironmental Control Bonds, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Environmental Control Bondholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by lawlaw including foreclosing or otherwise enforcing the lien on the Transferred Environmental Control Property securing the Environmental Control Bonds or applying to the PSCWV or to a court of competent jurisdiction in accordance with the Statute for sequestration of revenues arising with respect to such Transferred Environmental Control Property.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes Environmental Control Bonds or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the NotesEnvironmental Control Bonds, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes Environmental Control Bonds shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal principal, premium, if any, and interest owing and unpaid in respect of the Notes Environmental Control Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of ), the Noteholders allowed in such ProceedingsEnvironmental Control Bondholders;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Environmental Control Bonds in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Environmental Control Bondholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Environmental Control Bonds allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Environmental Control Bondholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Environmental Control Bondholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Environmental Control Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Environmental Control Bonds or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Environmental Control Bondholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the NotesEnvironmental Control Bonds of any Series, may be enforced by the Indenture Trustee without the possession of any of the Notes Environmental Control Bonds of such Series or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions Environmental Control Bonds of Section 11.19, any Currency Swap Counterpartysuch Series.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Environmental Control Bonds, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty Environmental Control Bondholder a party to any such Proceedings.
Appears in 5 contracts
Sources: Indenture (MP Environmental Funding LLC), Indenture (MP Environmental Funding LLC), Indenture (PE Environmental Funding LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer Issue shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of Notes and of the Note Insurer, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.17 hereof may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty the Note Insurer, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 5 contracts
Sources: Indenture (National City Mortgage Capital LLC), Indenture (National City Mortgage Capital LLC), Indenture (Argent Securities Inc)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon on the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 5 contracts
Sources: Indenture (Nal Financial Group Inc), Indenture (Nal Financial Group Inc), Indenture (Nal Financial Group Inc)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made hereby irrevocably and unconditionally appoints the Indenture Trustee as the true and lawful attorney-in-fact of the Issuer, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances name of the Indenture Trustee as well as in the name, place and its agents stead of the Issuer such acts, things and counseldeeds for or on behalf of and in the name of the Issuer under this Indenture (including specifically under Section 5.4) and under the Basic Documents which the Issuer could or might do or which may be necessary, desirable or convenient in the Indenture Trustee’s sole discretion to effect the purposes contemplated hereunder and under the Basic Documents and, without limitation, following the occurrence of an Indenture Event of Default, acting at the instruction or with the consent of the Majority Noteholders, in accordance with the terms of Article V hereof, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration, maintenance or disposition of the Trust Property.
(ab) In case Notwithstanding anything to the Issuer shall fail forthwith to pay such amounts upon such demandcontrary contained in this Indenture (including Sections 5.4(a), 5.13 and 5.16), the Indenture Trustee, in its own name and as trustee of an express trustprior to the Termination Date, may institute a Proceeding for with the collection prior written consent of the sums so due and unpaidMajority Noteholders, or shall, at the direction of the Majority Noteholders, and thereafter may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in at its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings proceedings as the Indenture Trustee or the Majority Noteholders shall deem most effective to protect and enforce any such rights, whether for the specific enforcement performance of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateProperty, Proceedings proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, at the expense of the Seller by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence negligence, bad faith or bad faithwillful misconduct) and of the Noteholders allowed in such Proceedingsproceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person person performing similar functions in any such Proceedingsproceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, bad faith or bad faithwillful misconduct.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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 Personperson.
(e) All rights of action and of asserting claims under this Indenture, Indenture or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(f) In any Proceedings proceedings brought by the Indenture Trustee (and also any Proceedings proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedingsproceedings.
Appears in 5 contracts
Sources: Indenture (Credit Acceptance Corp), Indenture (Credit Acceptance Corp), Indenture (Credit Acceptance Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that that, if (i) default is made in the payment Notes are accelerated following the occurrence of any interest on any Note when the same becomes due and payable, and such default continues for a period an Event of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity DateDefault, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs shall have occurred and is be continuing, the Indenture Trustee mayshall (i) if no Insurer Default shall have occurred and be continuing, at the direction of the Insurer, or (ii) if an Insurer Default shall have occurred and be continuing, at the direction of Holders representing at least 662/3% of the Outstanding Amount of the Notes, acting together as a single Class, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(f) In any Proceedings brought by the Indenture Trustee (and also including any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 5 contracts
Sources: Indenture (Onyx Acceptance Financial Corp), Indenture (Onyx Acceptance Financial Corp), Indenture (Onyx Acceptance Financial Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of (i) any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole entire amount then due and payable on such the Notes for principal and interest, with interest upon on the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.17 hereof, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such on the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such on the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs shall occur and is be continuing, the Indenture Trustee Trustee, subject to the provisions of Section 10.17 hereof, may, as more particularly provided in Section 5.45.04, in its discretion, discretion proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case If there shall be pending, relative to the Issuer or any other obligor upon on the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of if there shall be any other, other comparable judicial Proceedings relative to the Issuer or other any other obligor upon on the Notes, or relative to the creditors or property of the Issuer or such other obligor, then the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise otherwise, and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence negligence, willful misconduct or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee Trustee, except as a result of negligence negligence, willful misconduct or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the NoteholdersNoteholders of the Term Notes or the Variable Funding Notes, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterpartyas applicable.
(fg) In any Proceedings brought by to which the Indenture Trustee shall be a party (and also including any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 5 contracts
Sources: Indenture (Residential Asset Mortgage Products Inc), Indenture (Residential Asset Mortgage Products Inc), Indenture (Residential Asset Mortgage Products Inc)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The (a) Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence negligence, bad faith or bad faithwillful misconduct) and of the Noteholders allowed in such Proceedingsproceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person person performing similar functions in any such Proceedingsproceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and the of Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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 Personperson.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings proceedings brought by the Indenture Trustee (and also any Proceedings proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedingsproceedings.
Appears in 5 contracts
Sources: Indenture (Bond Securitization LLC), Indenture (Amsouth Auto Receivables LLC), Indenture (Amsouth Auto Corp Inc)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of thirty-five days(35) days or, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole entire amount then due and payable on such Notes for in respect of principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and related Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon on such Notes and collect in the manner provided by law out of the Trust Estate or the property of the Issuer or any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuingoccurs, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon on the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable out-of-pocket expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsor regulation, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses expenses, reimbursements, indemnities and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 5 contracts
Sources: Indenture (Hyundai Abs Funding Corp), Indenture (Hyundai Abs Funding Corp), Indenture (Hyundai Abs Funding Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) there is a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) there is a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal at the applicable Note Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 applicable Note Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counselcounsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency the Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.3, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses other amounts due and liabilities incurred, and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trusteepursuant to Section 6.7), except as a result of negligence or bad faith) the Swap Counterparty and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Holders of Notes and the Swap Counterparty) Counterparty in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute pay all amounts received with respect to the claims of the Noteholders, any Currency the Swap Counterparty and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency the Swap Counterparty or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses amounts due and liabilities incurred, and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithpursuant to Section 6.7.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or of the Swap Counterparty any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the Interest Rate Swap Agreement or the rights of any Noteholder thereof or Swap Counterparty to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or Swap Counterparty in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 5 contracts
Sources: Indenture (Mmca Auto Owner Trust 2002-1), Indenture (Mmca Auto Receivables Trust), Indenture (Mmca Auto Owner Trust 2002-5)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note Bond when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any Note installment of the principal of any Bond when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, upon demand of the Indenture Trustee, at the direction of the Holders of a majority of the aggregate Bond Principal Balances of the Bonds and a majority of the Notional Amount of the Class A-IO Bonds, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of Bonds, the whole amount then due and payable on such Notes the Bonds for principal and interest, with interest at the applicable Bond Interest Rate upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.16 hereof, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes the Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notesthe Bonds, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee Trustee, subject to the provisions of Section 10.16 hereof may, as more particularly provided in Section 5.45.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Bondholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective or as directed in writing by Holders of a majority of the aggregate Bond Principal Balances of the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds) to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes Bonds or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the NotesBonds, or to the creditors or property of the Issuer or such other obligor, the Indenture TrusteeTrustee upon the written direction of the Holders of a majority of the aggregate Bond Principal Balances of the Bonds and a majority of the Notional Amount of the Class A-IO Bonds, irrespective of whether the principal of any Notes Bonds shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) ), and of the Noteholders Bondholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Bonds in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Bondholders and of the Indenture Trustee on their behalf; , and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Bonds allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Bondholders to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Bondholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithTrustee.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Bonds or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Bondholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the NotesBonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the NoteholdersHolders of the Bonds, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty5.05 hereof.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Bonds, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty Bondholder a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (Imh Assets Corp Impac CMB Trust Series 2003-2f), Indenture (Imh Assets Corp Impac CMB Trust Series 2002 9f), Indenture (Imh Assets Corp Impac CMB Trust Series 2002 9f)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five daysthree Business Days, or (ii) default is made in the payment of the principal on the related Final Maturity Date of any Note a Class of Notes when the same becomes due and payable at the related Note Final Maturity Datein accordance with Section 2.07(b), the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the Noteholdersholders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 2.07 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may may, or shall at the written direction of the Interested Noteholders, representing not less than a majority of the Outstanding Amount of the applicable Classes of Notes, institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes Notes, and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, Notes wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, or shall at the written direction of the Interested Noteholders, representing not less than a majority of the Outstanding Amount of the applicable Classes of Notes, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and rights, the rights of the Noteholders and any Currency Swap Counterparty holders of the Notes, as applicable, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes Notes, or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, may, or shall at the written direction of the Interested Noteholders representing not less than a majority of the Outstanding Amount of the applicable Classes of Notes, be entitled and empowered, by intervention in such proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal of and interest on each Class of 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and the holders of the Noteholders Notes allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) holders of the Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty holders of the Notes and of the Indenture Trustee on their behalf; and;
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders holders of the Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and
(v) to take any other action with respect to such claims including participating as a member of any official committee of creditor's appointed in the matters as it deems necessary or advisable; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty holders of the Notes to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty holders of the Notes to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder holder of the Notes any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder holder of the Notes thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder holder of the Notes in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterparty, holders of the Notes and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty holder of the Notes a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (National Collegiate Funding LLC), Indenture (National Collegiate Student Loan Trust 2005-1), Indenture (National Collegiate Student Loan Trust 2004-2)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Scheduled Distribution Date or Redemption Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i1) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii2) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii3) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv4) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (Nissan Auto Receivables Corp Ii), Indenture (Nissan Auto Receivables Corp Ii), Indenture (Nissan Auto Receivables 2014-B Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default Default is made in the payment of any interest on any Note Note, so long as any amounts remain unpaid with respect to the Notes, when the same becomes due and payable, and such default continues for a period of five daysBusiness Days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at (as described in the related Note Final Maturity Datepenultimate paragraph of Section 5.01 hereof), the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Class of Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholder, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and distributions unpaid in respect of the Certificate, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders and the Certificateholder allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders or the Certificateholder and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in fulland, and subject to incidentally thereto, for the provisions benefit of Section 11.19, any Currency Swap Counterpartythe Certificateholder.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (Toyota Auto Finance Receivables LLC), Indenture (Toyota Auto Receivables 2010-B Owner Trust), Indenture (Toyota Auto Receivables 2010-B Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that that, if (i) default is made in the payment Notes are accelerated following the occurrence of any interest on any Note when the same becomes due and payable, and such default continues for a period an Event of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity DateDefault, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs shall have occurred and is be continuing, the Indenture Trustee mayshall (i) if no Insurer Default shall have occurred and be continuing, at the direction of the Insurer, or (ii) if an Insurer Default shall have occurred and be continuing, at the direction of the Holders of Notes representing at least 66 2/3% of the Outstanding Amount of the Notes, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(f) In any Proceedings brought by the Indenture Trustee (and also including any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (Onyx Acceptance Financial Corp), Indenture (Onyx Acceptance Financial Corp), Indenture (Onyx Acceptance Financial Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer Issue shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of Notes and of the Note Insurer, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collectioncollec tion, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.17 hereof may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty the Note Insurer, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Inden ture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (Long Beach Securities Corp), Indenture (Long Beach Securities Corp), Indenture (Ameriquest Mortgage Securities Inc)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith If an Event of Default under Section 5.01(a) or Section 5.01(b) has occurred and is continuing, subject to pay such amounts upon such demandSection 10.16, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and and, subject to the limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon such Notes the Storm Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notesthe Storm Recovery Bonds wherever situated the moneys payable, wherever situatedor the Storm Recovery Collateral and the proceeds thereof, the moneys adjudged or decreed whole amount then due and payable on the Storm Recovery Bonds for principal, premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent payment at such rate of interest shall be payablelegally enforceable, upon overdue installments of interest, at the respective rate borne by the Storm Recovery Bonds and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(b) If an Event of Default (other than Event of Default under Section 5.01(g)) occurs and is continuing, the Indenture Trustee mayshall, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Holders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by law, including foreclosing or otherwise enforcing the Lien of the Collateral securing the Storm Recovery Bonds or applying to the Commission or a court of competent jurisdiction for sequestration of revenues arising with respect to the Property.
(c) In case there shall be pending, relative to the Issuer If an Event of Default under Section 5.01(e) or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligorSection 5.01(f) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any Notes Storm Recovery Bonds shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.03, shall be entitled and empowered, by intervention in any Proceedings related to such proceedings Event of Default or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal principal, premium, if any, and interest owing and unpaid in respect of the Notes Storm Recovery Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders in any election of a trusteetrustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Holders and of the Indenture Trustee on their behalf; and
(iv) to file such proofs of claim and other papers or and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders allowed in any judicial Proceedings proceeding relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Storm Recovery Bonds or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(e) All rights of action and of asserting claims under this Indenture, or under any of the NotesStorm Recovery Bonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Storm Recovery Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyStorm Recovery Bonds.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterparty, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (Duke Energy Progress SC Storm Funding LLC), Indenture (Duke Energy Progress SC Storm Funding LLC), Indenture (Duke Energy Progress SC Storm Funding LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterparty, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (SLM Funding LLC), Indenture (SLM Funding LLC), Indenture (SLM Funding LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) there is a default is made in relating to the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, days or (ii) default is made an Event of Default occurs in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at on the related Note Final Maturity Scheduled Payment Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of such Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon on the overdue principal, principal at the applicable Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 and applicable Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts described in Section 5.03(a) upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretionacting at the written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar lawInsolvency Law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders of Notes allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsApplicable Law, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, counsel and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of the Indenture Trustee’s or each predecessor Indenture Trustee’s negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions Holders of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2021-A), Indenture (Mercedes-Benz Auto Lease Trust 2021-A), Indenture (Mercedes-Benz Auto Lease Trust 2020-B)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest (including, subject to the limitations of Sections 2.7(d) and 8.2(c), any Note Interest Carryover) on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interestinterest (and any Note Interest Carryover), with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interestinterest (and any Note Interest Carryover), at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest (including any Note Interest Carryover) 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (SLM Funding Corp), Indenture (SLM Funding Corp), Indenture (SLM Funding Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) there is a default is made in the payment of (i) any interest on any Note the Notes when the same becomes due and payable, and such default continues for a period of five days, days or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable Notes at the related Note Final Maturity Scheduled Payment Date or the Redemption Date, the Issuer shall, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the such Noteholders, the whole entire amount then due and payable on such Notes for principal and interest, with interest upon on the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 Overdue Interest Rate and in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents agents, attorneys and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts described in Section 5.03(a) upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Indenture Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances and disbursements made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) ; to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and the Indenture Trustee on their behalf; and
(iviii) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Noteholder to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, incurred and all advances made, and disbursements made by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and any other amounts due the Indenture Trustee under Section 6.07.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, advances, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents agents, attorneys and attorneys, counsel shall be for the ratable benefit of the Noteholders, and after the Notes have Noteholders in respect of which such judgment has been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterpartyrecovered.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (BMW Auto Leasing LLC), Indenture (BMW Auto Leasing LLC), Indenture (BMW Auto Leasing LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five daysdays or, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole entire amount then due and payable on such Notes for in respect of principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and related Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon on such Notes and collect in the manner provided by law out of the Trust Estate or the property of the Issuer or any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuingoccurs, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, discretion or shall at the directions of the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Notes of the Controlling Class shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon on the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable out-of-pocket expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsor regulation, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (BMW Fs Securities LLC), Indenture (BMW Vehicle Owner Trust 2005-A), Indenture (BMW Vehicle Owner Trust 2004-A)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that that, if (i) default is made in the payment Notes are accelerated following the occurrence of any interest on any Note when the same becomes due and payable, and such default continues for a period an Event of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity DateDefault, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs shall have occurred and is be continuing, the Indenture Trustee mayshall (i) if no Insurer Default shall have occurred and be continuing, at the direction of the Insurer, or (ii) if an Insurer Default shall have occurred and be continuing, at the direction of Holders representing at least 66-2/3% of the Outstanding Amount of the Notes, acting together as a single Class, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(f) In any Proceedings brought by the Indenture Trustee (and also including any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (Onyx Acceptance Financial Corp), Indenture (Onyx Acceptance Financial Corp), Indenture (Onyx Acceptance Financial Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made occurs in the payment of (i) any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.17 hereof may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence negligence, willful misconduct or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, willful misconduct or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (CSFB Acceptance Corp Home Equity Loan Back Notes Ser 2003-A), Indenture (Home Equity Loan-Backed Notes Series 2003-D), Indenture (Irwin Whole Loan Home Equity Trust 2005-B)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its the Indenture Administrator and their agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and the Indenture Administrator and each predecessor Indenture TrusteeTrustee and Indenture Administrator, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and the Indenture Administrator and each predecessor Indenture TrusteeTrustee and Indenture Administrator, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty to pay to the Indenture Trustee and the Indenture Administrator such amounts as shall be sufficient to cover reasonable compensation to the Indenture TrusteeTrustee and the Indenture Administrator, each predecessor Indenture Trustee and Indenture Administrator and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and the Indenture Administrator and each predecessor Indenture Trustee and Indenture Administrator except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (SLC Student Loan Trust 2005-1), Indenture (SLC Student Loan Trust 2004-1), Indenture (SLC Student Loan Trust 2005-2)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if there shall occur an Event of Default under Sections 5.1(a), (ib) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (iic) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datethat has not been waived pursuant to Section 5.12, then the Issuer shall, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the ratable benefit of the Noteholdersparties to receive such amounts pursuant to the terms of this Indenture, the whole entire amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate principal for each series of interest shall be legally enforceable, upon overdue installments of interestNotes, at the rate specified in Section 2.7 borne by such Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel, with all such amounts applied as described in clause SECOND of Section 5.4(b).
(ab) In case If the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by applicable law.
(cd) In case If there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar lawInsolvency Law, or in case if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.3, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trusteetrustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trusteetrustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture TrusteeTrustee for application in accordance with the priorities set forth in the Basic Documents, and, in the event that if the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Underwriting Agreement (Goldman Sachs Asset Backed Securities Corp), Indenture (Asset Backed Securities Corp), Indenture (Wholesale Auto Receivables Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersNoteholders and any Swap Counterparties, the whole amount then due and payable on such Notes for principal and interest, interest with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 2.07 and all amounts due under any Swap Agreements and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee Trustee, any Swap Counterparties and its their respective agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings Proceeding relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such ProceedingsProceeding;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such ProceedingsProceeding;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Counterparties and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Counterparties or the Noteholders allowed in any judicial Proceedings Proceeding relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings Proceeding relative thereto, and any such action or Proceedings Proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, Noteholders and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyCounterparties.
(fg) In any Proceedings Proceeding brought by the Indenture Trustee (and also any Proceedings Proceeding involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such ProceedingsProceeding.
Appears in 4 contracts
Sources: Indenture (SMS Student Loan Trust 2000-B), Indenture (SMS Student Loan Trust 2000-A), Indenture (Asset Backed Securities Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) there is a default is made in relating to the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, days or (ii) default is made an Event of Default occurs in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at on the related Note Final Maturity Scheduled Payment Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of such Notes, the whole amount then due and payable on such Notes for principal and interest, with with, for each Class of interest-bearing Notes, interest upon on the overdue principal, principal at the applicable Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 and applicable Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts described in Section 5.03(a) upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretionacting at the direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar lawInsolvency Law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders of Notes allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsApplicable Law, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, counsel and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of the Indenture Trustee’s or each predecessor Indenture Trustee’s negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions Holders of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2020-A), Indenture (Mercedes-Benz Auto Lease Trust 2020-A), Indenture (Mercedes-Benz Auto Lease Trust 2019-B)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture TrusteeTrustee and at the direction of the Note Insurer, pay to itthe Indenture Trustee, for the benefit of the NoteholdersOwners of the Notes and the Note Insurer, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its the Note Insurer and their respective agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may shall at the direction of the Note Insurer, and if a Note Insurer Default has occurred and is continuing, the Indenture Trustee may, in its discretion, and shall at the direction of the Owners of the Notes representing a majority of the Outstanding Amount of the Notes, institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee mayshall, at the direction of the Note Insurer, and if a Note Insurer Default has occurred and is continuing, the Indenture Trustee may and shall at the direction of the Owners of the Notes representing a majority of the Outstanding Amount of the Notes, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders Note Insurer and any Currency Swap Counterparty the Owners, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, upon the direction of the Note Insurer, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and Trustee, each predecessor Indenture TrusteeTrustee and the Note Insurer, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, Trustee (except as a result of negligence or bad faith) ), the Note Insurer and of the Noteholders Owners allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Owners of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 NoteholdersOwners, any Currency Swap Counterparty the Note Insurer and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty the Note Insurer or the Noteholders Owners of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders Owners and any Currency Swap Counterparty the Note Insurer to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders Owners and any Currency Swap Counterparty the Note Insurer, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Owner or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Owner thereof or the Note Insurer or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Owner in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Owners of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNote Insurer.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyOwners, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty Owner a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (Imc Home Equity Loan Owner Trust 1998-6), Indenture (Bear Stearns Asset Backed Securities Inc), Indenture (Imc Home Equity Loan Owner Trust 1998-4)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default continues for a period of five days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at on the related Note Final Maturity Scheduled Payment Date, the Issuer shallwill, upon demand of the Indenture TrusteeNoteholders representing not less than 51% of the Note Balance of the Controlling Class, pay to itthe Indenture Trustee, for the benefit of the Noteholders, the whole entire amount then due and payable on such Notes for in respect of principal and interest, with interest upon on the overdue principal, principal at the applicable Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and applicable Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demanddemand or if any such amounts became due and payable automatically pursuant to the terms of Section 5.02(a), the Indenture Trustee, in its own name and as trustee of an express trust, may (and at the written direction of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class shall) institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon on such Notes and collect in the manner provided by law out of the Collateral or the property of the Issuer or any other obligor upon on such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretionor shall at the written direction of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Noteholders, if the Indenture Trustee is acting at the written direction of Noteholders representing no less than 51% of the Note Balance of the Controlling Class, shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon on the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar lawInsolvency Law, or in case if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys agents and counsel, and for reimbursement of all expenses and liabilities incurred, other amounts due and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faithpursuant to Section 6.07) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsApplicable Law, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee for application in accordance with Section 5.04 of the Sale and Servicing Agreement and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys agents and counsel, and all other expenses and liabilities incurred, amounts due and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithpursuant to Section 6.07.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all of the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 4 contracts
Sources: Indenture (California Republic Auto Receivables Trust 2017-1), Indenture (California Republic Auto Receivables Trust 2016-2), Indenture (California Republic Auto Receivables Trust 2016-1)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of (i) any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.17 hereof may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence negligence, willful misconduct or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, willful misconduct or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Residential Funding Mortgage Securities Ii Inc), Indenture (Residential Funding Mortgage Securities Ii Inc), Indenture (Residential Funding Mortgage Securities Ii Inc)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (ia) If a default is made in the payment of (i) any interest on any Note of the Controlling Class when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at on the related Note Final Maturity Scheduled Distribution Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole entire amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, principal at the applicable Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 and applicable Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counselcounsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.07.
(ab) In case If the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs shall have occurred and is be continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case If there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of if there shall be pending any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee), and their respective agents, attorneys agents and counselattorneys, and for reimbursement of all expenses and liabilities incurred, other amounts due and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) pursuant to Section 6.07 and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute pay all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such the Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys agents and counselattorneys, and all other expenses and liabilities incurred, amounts due and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithpursuant to Section 6.07.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (WDS Receivables LLC), Indenture (Wachovia Auto Loan Owner Trust 2007-1), Indenture (Wachovia Auto Owner Trust 2008-A)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default Default is made in the payment of any interest on any Controlling Note when the same becomes due and payable, and such default Default continues for a period of five days, or (ii) default Default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 2.07 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of for asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (SLM Private Credit Student Loan Trust 2006-C), Indenture (SLM Private Credit Student Loan Trust 2006-B), Indenture (SLM Private Credit Student Loan Trust 2007-A)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that that, if (i) default is made in the payment Notes are accelerated following the occurrence of any interest on any Note when the same becomes due and payable, and such default continues for a period an Event of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity DateDefault, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 applicable interest rates and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs shall have occurred and is be continuing, the Indenture Trustee mayshall (i) if no Insurer Default has occurred and is continuing, at the direction of the Insurer, or (ii) if an Insurer Default shall have occurred and be continuing, at the direction of the Noteholders representing at least 66 2/3% of the Note Balances of the Notes, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstatePledged Assets, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also including any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Uacsc 1999-B Owner Tr Auto Rec Bk Notes), Indenture (Uacsc Auto Trusts), Indenture (Bay View Securitization Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (ia) default is made in the payment If an Event of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, Default under Section 5.01(i) or (ii) default has occurred and is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datecontinuing, the Issuer shall, upon demand of the Indenture Trustee, pay subject to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand10.18, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and and, subject to the limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon such Notes Storm Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such NotesStorm Recovery Bonds, wherever situatedsituated the moneys payable, or the related Storm Recovery Bond Collateral and the proceeds thereof, the moneys adjudged whole amount then due and payable on the Storm Recovery Bonds for principal, premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective rate borne by the Storm Recovery Bonds or decreed the applicable Tranche and in addition thereto such further amount as shall be sufficient to be payablecover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(b) If an Event of Default (other than Event of Default under clause (vii) of Section 5.01) occurs and is continuing, the Indenture Trustee mayshall, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Holders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by law, including foreclosing or otherwise enforcing the Lien of the Storm Recovery Bond Collateral securing the Storm Recovery Bonds or applying to a court of competent jurisdiction for sequestration of revenues arising with respect to the Storm Recovery Property.
(c) In case there shall be pending, relative to the Issuer If an Event of Default under Section 5.01(v) or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor(vi) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any Notes Storm Recovery Bonds shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.04, shall be entitled and empowered, by intervention in any Proceedings related to such proceedings Event of Default or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal principal, premium, if any, and interest owing and unpaid in respect of the Notes Storm Recovery Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders in any election of a trusteetrustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Holders and of the Indenture Trustee on their behalf; and
(iv) to file such proofs of claim and other papers or and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders allowed in any judicial Proceedings proceeding relative to the Issuer, its creditors and its property; . and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Storm Recovery Bonds or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(e) All rights of action and of asserting claims under this Indenture, or under any of the NotesStorm Recovery Bonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Storm Recovery Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyStorm Recovery Bonds.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Storm Recovery Bonds, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty Holder a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Entergy New Orleans Storm Recovery Funding I, L.L.C.), Indenture (Entergy New Orleans Storm Recovery Funding I, L.L.C.), Indenture (Entergy New Orleans Storm Recovery Funding I, L.L.C.)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith If an Event of Default under Section 5.01(a) or Section 5.01(b) has occurred and is continuing, subject to pay such amounts upon such demandSection 10.16, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and and, subject to the limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon such Notes the Storm Recovery Bonds and collect in the manner provided by applicable law out of the property of the Issuer or other obligor upon such Notesthe Storm Recovery Bonds wherever situated the moneys payable, wherever situatedor the Trust Estate and the proceeds thereof, the moneys adjudged or decreed whole amount then due and payable on the Storm Recovery Bonds for principal, premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent payment at such rate of interest shall be payablelegally enforceable, upon overdue installments of interest, at the respective rate borne by the Storm Recovery Bonds and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(b) If an Event of Default (other than an Event of Default under Section 5.01(g)) occurs and is continuing, the Indenture Trustee mayshall, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Holders, by such appropriate Proceedings as the Indenture Trustee (subject to Section 5.11) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by applicable law, including foreclosing or otherwise enforcing the Lien of the Trust Estate or applying to the Louisiana Commission or a court of competent jurisdiction for sequestration of revenues arising with respect to the Storm Recovery Property.
(c) In case there shall be pending, relative to the Issuer If an Event of Default under Section 5.01(e) or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligorSection 5.01(f) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any Notes Storm Recovery Bonds shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.03, shall be entitled and empowered, by intervention in any Proceedings related to such proceedings Event of Default or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal principal, premium, if any, and interest owing and unpaid in respect of the Notes Storm Recovery Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders in any election of a trusteetrustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Holders and of the Indenture Trustee on their behalf; and
(iv) to file such proofs of claim and other papers or and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders allowed in any judicial Proceedings Proceeding relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Storm Recovery Bonds or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(e) All rights of action and of asserting claims under this Indenture, or under any of the NotesStorm Recovery Bonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Storm Recovery Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyHolders.
(f) In If any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Storm Recovery Bonds, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty Holder a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (SWEPCO Storm Recovery Funding LLC), Indenture (SWEPCO Storm Recovery Funding LLC), Indenture (SWEPCO Storm Recovery Funding LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The (a) Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of thirty-five days, (35) days following the date on which such interest became due and payable or (ii) default is made in the payment of the principal of any Note Note, if and to the extent not previously paid, when the same becomes due and payable at on the related Note Final Maturity Series Termination Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes of the affected Series, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, interest upon overdue installments of interest, at the rate as specified in Section 2.7 the related Indenture Supplement, and in addition thereto will pay such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the Collateral or the property of the Issuer or such other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.05, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty of the affected Series, by such appropriate Proceedings as the Indenture Trustee shall deem most effective necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this the Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this the Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes of the affected Series, or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar lawlaw now or hereafter in effect, or in case a receiver, conservator, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator sequestrator, custodian or other similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the NotesNotes of such Series, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.04, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes of such Series and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faithwillful misconduct) and of the Noteholders of such Series allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes of such Series in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders of such Series and the of Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes of such Series allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, conservator, liquidator, custodian custodian, assignee, sequestrator or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithwillful misconduct.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this the Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to of the provisions of Section 11.19, any Currency Swap Counterpartyaffected Series as provided herein.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this the Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes of the affected Series, and it shall not be necessary to make any such Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Master Indenture (First National Funding LLC), Master Indenture (First National Funding LLC), Master Indenture (First National Master Note Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, upon demand of the Indenture Trustee, acting at the direction of the Holders of a majority of the aggregate Note Principal Balances of the Notes, pay to itthe Securities Administrator, for the benefit of the NoteholdersHolders of Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest at the applicable Note Interest Rate upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.15 hereof, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee Trustee, subject to the provisions of Section 10.15 hereof, may, as more particularly provided in Section 5.45.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as directed in writing by Holders of a majority of the Indenture Trustee shall deem most effective aggregate Note Principal Balances of each Class of Notes, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, as directed in writing by Holders of a majority of the aggregate Note Principal Balances of each Class of Notes, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence negligence, willful misconduct or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; , and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture TrusteeSecurities Administrator, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithTrustee.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the NoteholdersHolders of the Notes, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty5.05 hereof.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Bear Stearns Arm Trust, Mortgage-Backed Notes, Series 2005-5), Indenture (Bear Stearns Arm Trust, Mortgage-Backed Notes, Series 2005-2), Indenture (Bear Stearns Arm Trust, Mortgage-Backed Notes, Series 2005-2)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made occurs in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made occurs in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, and such default continues for a period of five days, the Issuer shallwill, upon demand of the Indenture TrusteeTrustee or the Insurer if the Insurer has made a payment under an Insurance Policy, pay to itthe Indenture Trustee or the Insurer, as applicable, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee Trustee, the Insurer and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture TrusteeTrustee may, in its own name and as trustee shall at the direction of an express trustthe Insurer, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, with the consent of the Insurer, and shall at the written direction of the Insurer or of the Holders of a majority of the Outstanding Amount of the Notes, with the consent of the Insurer, as more particularly provided in Section 5.4, in its discretion5.4 below, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty the Insurer, by such appropriate Proceedings as the Indenture Trustee Insurer shall deem most effective to protect and enforce any such rights, rights whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture any Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.3, shall be entitled and empowered, empowered by intervention in such proceedings Proceedings with the consent of or at the direction of the Insurer or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and Trustee, each predecessor Indenture Trustee, Trustee and their respective its agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, Trustee (except as a result of negligence or bad faith) ), and of the Noteholders and the Insurer allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes and the Insurer in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty and the Indenture Trustee and the Insurer on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty the Insurer or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Insurer any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Insurer in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Renaissance Mortgage Acceptance Corp), Indenture (Chec Funding LLC), Indenture (Renaissance Mortgage Acceptance Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (ia) default is made in the payment If an Event of any interest on any Note when the same becomes due and payableDefault under Section 5.01(i), and such default continues for a period of five days, or (ii) default or (iii) has occurred and is made in the payment of the principal of continuing with respect to any Note when the same becomes due and payable at the related Note Final Maturity DateSeries, the Issuer shall, upon demand of the Indenture Trustee, pay subject to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand11.18, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and and, subject to the limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property Note Collateral and the proceeds thereof, the whole amount then due and payable on the Notes of such Series for principal, premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective rate borne by the Notes of such Series or the applicable Class of such Series and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payableIndenture Trustee and its agents and counsel.
(b) If an Event of Default (other than Event of Default under clause (viii) of Section 5.01) occurs and is continuingcontinuing with respect to any Series, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Holders of such Series, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer If an Event of Default under Section 5.01(vi) or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor(vii) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any Notes of any Series shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in any Proceedings related to such proceedings Event of Default or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal principal, premium, if any, and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders in any election of a trusteetrustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings;; and
(iii) 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 Noteholders, any Currency Swap Counterparty Holders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(e) All rights of action and of asserting claims under this Indenture, or under any of the NotesNotes of any Series, may be enforced by the Indenture Trustee without the possession of any of the Notes of such Series or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterpartysuch Series.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty Holder a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Central & South West Corp), Indenture (CPL Transition Funding LLC), Indenture (CPL Transition Funding LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer (a) Subject to Section 3.27, the Issuing Entity covenants that if (i) a default is made occurs in the payment of (i) any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer Issuing Entity shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer Issuing Entity shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.17 hereof may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Issuing Entity or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer Issuing Entity or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer Issuing Entity or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer Issuing Entity or other obligor upon the Notes, or to the creditors or property of the Issuer Issuing Entity or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence negligence, willful misconduct or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the IssuerIssuing Entity, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, willful misconduct or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Deutsche Mortgage Securities Inc), Indenture (Deutsche Alt-a Securities Inc), Indenture (Nomura Home Equity Loan, Inc.)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture TrusteeTrustee made at the direction of the Securities Insurer, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes and the Securities Insurer, the whole amount then due and payable on such Notes for principal and and/or interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its the Securities Insurer and their respective agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture TrusteeTrustee may, in its own name with the prior written consent of the Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing) and shall at the direction of the Securities Insurer (so long as trustee of an express trust, may no Securities Insurer Default has occurred and is continuing) or the Majority Noteholders (if a Securities Insurer Default has occurred and is continuing) institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable. At any time, so long as no Securities Insurer Default has occurred and is continuing, if the Securities Insurer is the holder of any Note pursuant to Section 2.06(b) hereof or all amounts due to all other Holders of the Notes pursuant to the Notes and this Indenture have been paid in full, then the Securities Insurer may, in its own name, institute any Proceedings or take any action permitted under this Section 5.03 to collect amounts due hereunder from the Issuer or any other obligor of the Notes.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee shall, at the direction of the Securities Insurer, and if a Securities Insurer Default has occurred and is continuing, the Indenture Trustee may, in its discretion, and shall at the direction of the majority of the Holders of the Outstanding Notes, as more particularly provided in Section 5.4, in its discretion5.04 hereof, proceed to protect and enforce its rights and the rights of the Securities Insurer and the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, upon the direction of the Securities Insurer, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and and/or interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and Trustee, each predecessor Indenture TrusteeTrustee and the Securities Insurer, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) ), the Securities Insurer and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty the Securities Insurer and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty the Securities Insurer or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty the Securities Insurer to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty the Securities Insurer, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, incurred and all advances made, made by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Securities Insurer any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or the Securities Insurer or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents agents, attorneys and attorneyscounsel, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartySecurities Insurer.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Painewebber Mort Acce Corp Iv Fremont Home Ln Own Tr 1999-1), Indenture (Empire Funding Home Loan Owner Trust 1998 3), Indenture (Painewebber Mort Acce Corp Iv Fremont Home Ln Own Tr 1999-2)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default Default is made in the payment of any interest on any Note Class A Note, so long as any amounts remain unpaid with respect to the Class A Notes, when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at (as described in the related Note Final Maturity Datepenultimate paragraph of Section 5.01 hereof), the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Class of Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholder, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and the Certificate, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders or the Certificateholder allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency the Holder of the Revolving Liquidity Note, the Swap Counterparty or the Certificateholder and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes, the Swap Counteparty or the Holder of the Revolving Liquidity Note allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Noteholders, the Swap Counterparty and the Holder of the Revolving Liquidity Note, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Holder of the Revolving Liquidity Note any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Holder of the Revolving Liquidity Note in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, the Revolving Liquidity Note Agreement or the Interest Rate Swap Agreement, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in fulland the Holder of the Revolving Liquidity Note and, and subject to incidentally thereto, for the provisions benefit of Section 11.19, any Currency Swap Counterpartythe Certificateholder.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterpartythe Holder of the Revolving Liquidity Note, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty the Holder of the Revolving Liquidity Note a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Toyota Auto Finance Receivables LLC), Indenture (Toyota Auto Finance Receivables LLC), Indenture (Toyota Auto Finance Receivables LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer Company covenants that if if:
(i1) default is made in the payment of any installment of interest or Additional Amounts, if any, on any Note Security of any series and any related coupon when the same such interest or Additional Amount becomes due and payable, payable and such default continues for a period of five 30 days, or or
(ii2) default is made in the payment of the principal of (or premium, if any, on) any Note when Security of any series at its Maturity, then the same becomes due and payable at the related Note Final Maturity Date, the Issuer shallCompany will, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of such Securities of such series and coupons, the whole amount then due and payable on such Notes Securities and coupons for principal (and interestpremium, if any) and interest and Additional Amounts, with interest upon the any overdue principalprincipal (and premium, if any) and, to the extent that payment at of such rate of interest shall be legally enforceable, upon any overdue installments of interestinterest or Additional Amounts, if any, at the rate specified or rates borne by or provided for in Section 2.7 and such Securities, and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Trustee, its agents and counsel.
(a) In case . If the Issuer shall fail forthwith Company fails to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding proceeding to judgment or final decree, and may enforce the same against the Issuer Company or any other obligor upon such Notes Securities of such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer Company or any other obligor upon such NotesSecurities of such series, wherever situated, the moneys adjudged or decreed to be payable.
(b) . If an Event of Default with respect to Securities of any series occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, may in its discretion, discretion proceed to protect and enforce its rights and the rights of the Noteholders Holders of Securities of such series and any Currency Swap Counterparty related coupons by such appropriate Proceedings judicial proceedings as the Indenture Trustee shall deem most effective effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by lawremedy.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterparty, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Chartermac), Indenture (Lexington Corporate Properties Trust), Indenture (Lexington Corporate Properties Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest (including, subject to the limitations of Sections 2.07(d) and 8.02(c), any Noteholders' Interest Index Carryover) on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholdersholders of the Notes, the whole amount then due and payable on such Notes for principal and interestinterest (and any Noteholders' Interest Index Carryover), with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interestinterest (and any Noteholders' Interest Index Carryover), at the rate specified in Section 2.7 2.07 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty holders of the Notes, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest (including any Noteholders' Interest Index Carryover) 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders holders of the Notes allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) holders of the Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty holders of the Notes and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders holders of the Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty holders of the Notes to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty holders of the Notes, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder holder of the Notes any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder holder of the Notes thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder holder of the Notes in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterpartyholders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty holder of the Notes a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Key Bank Usa National Association), Indenture (Mellon Bank N A), Indenture (Key Bank Usa National Association)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (ia) default is made in the payment If an Event of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, Default under Section 5.01(a)(i) or (ii) default has occurred and is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datecontinuing, the Issuer shall, upon demand of the Indenture Trustee, pay subject to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand10.18, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and and, subject to the limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon such Notes the Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notesthe Recovery Bonds, wherever situatedsituated the moneys payable, or the Recovery Bond Collateral and the proceeds thereof, the moneys adjudged or decreed whole amount then due and payable on the Recovery Bonds for principal, premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent payment at such rate of interest shall be payablelegally enforceable, upon overdue installments of interest, at the respective rate borne by the Recovery Bonds and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(b) If an Event of Default (other than Event of Default under clause (vii) of Section 5.01(a)) occurs and is continuing, the Indenture Trustee mayshall, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Holders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by law, including foreclosing or otherwise enforcing the Lien of the Recovery Bond Collateral securing the Recovery Bonds or applying to a court of competent jurisdiction for sequestration of revenues arising with respect to the Recovery Property.
(c) In case there shall be pending, relative to the Issuer If an Event of Default under Section 5.01(a)(v) or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor(vi) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any Notes Recovery Bonds shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.03, shall be entitled and empowered, by intervention in any Proceedings related to such proceedings Event of Default or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal principal, premium, if any, and interest owing and unpaid in respect of the Notes Recovery Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders in any election of a trusteetrustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Holders and of the Indenture Trustee on their behalf; and
(iv) to file such proofs of claim and other papers or and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders allowed in any judicial Proceedings proceeding relative to the Issuer, its creditors and its property; , and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Recovery Bonds or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(e) All rights of action and of asserting claims under this Indenture, or under any of the NotesRecovery Bonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Recovery Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyRecovery Bonds.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Recovery Bonds, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty Holder a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (RG&E Storm Funding LLC), Indenture (RG&E Storm Funding LLC), Indenture (RG&E Storm Funding LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith If an Event of Default under Section 5.01(a) or Section 5.01(b) has occurred and is continuing, subject to pay such amounts upon such demandSection 10.16, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and and, subject to the limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon such Notes the Storm Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notesthe Storm Recovery Bonds wherever situated the moneys payable, wherever situatedor the Storm Recovery Collateral and the proceeds thereof, the moneys adjudged whole amount then due and payable on the Storm Recovery Bonds for principal, premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective rate borne by the Storm Recovery Bonds or decreed the applicable Tranche and in addition thereto such further amount as shall be sufficient to be payablecover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(b) If an Event of Default (other than Event of Default under Section 5.01(g)) occurs and is continuing, the Indenture Trustee mayshall, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Holders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by law, including foreclosing or otherwise enforcing the Lien of the Collateral securing the Storm Recovery Bonds or applying to the Commission or a court of competent jurisdiction for sequestration of revenues arising with respect to the Storm Recovery Property.
(c) In case there shall be pending, relative to the Issuer If an Event of Default under Section 5.01(e) or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligorSection 5.01(f) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any Notes Storm Recovery Bonds shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.03, shall be entitled and empowered, by intervention in any Proceedings related to such proceedings Event of Default or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal principal, premium, if any, and interest owing and unpaid in respect of the Notes Storm Recovery Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders in any election of a trusteetrustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Holders and of the Indenture Trustee on their behalf; and
(iv) to file such proofs of claim and other papers or and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders allowed in any judicial Proceedings proceeding relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Storm Recovery Bonds or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(e) All rights of action and of asserting claims under this Indenture, or under any of the NotesStorm Recovery Bonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Storm Recovery Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyStorm Recovery Bonds.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterparty, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Duke Energy Carolinas NC Storm Funding II LLC), Indenture (Duke Energy Carolinas NC Storm Funding II LLC), Indenture (Duke Energy Progress NC Storm Funding II LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, and such default continues for a period of five days, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 principal and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture TrusteeTrustee may, in its own name and as trustee shall at the direction of an express trustthe majority of the Holders of the Notes, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee maymay and shall at the direction of the majority of the Holders of the Notes, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.03, shall be entitled and empowered, empowered by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and Trustee, each predecessor Indenture Trustee, and their respective its agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (Residential Asset Funding Corp), Indenture (Home Equity Securitization Corp), Indenture (Bear Stearns Asset Backed Securities Inc)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole entire amount then due and payable on such Notes for in respect of principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and related Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon on such Notes and collect in the manner provided by law out of the Trust Estate or the property of the Issuer or any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuingoccurs, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretionor shall at the direction of the Holders of at least a majority of the Outstanding Amount of the Notes, proceed to protect and enforce its rights and the rights of the Noteholders [and any Currency each Swap Counterparty Counterparty], by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon on the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Bankruptcy Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable out-of-pocket expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsor regulation, to vote on behalf of the Noteholders (Holders of Notes [and, if applicable, any Currency each Swap Counterparty) )] in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings;
(iii) 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 NoteholdersNoteholders [, any Currency each Swap Counterparty Counterparty] and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture TrusteeTrustee [, any Currency each Swap Counterparty Counterparty] or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders [and any Currency each of such Swap Counterparty Counterparties] to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders [and any Currency each such Swap Counterparty Counterparty], to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and any other amounts due the Indenture Trustee under Section 6.07.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, [and subject to the provisions of Section 11.19, any Currency each Swap Counterparty].
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and Holders of the Notes[and each Currency Swap Counterparty], and it shall not be necessary to make any Noteholder or [nor any Currency Swap Counterparty Counterparty] a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (BMW Fs Securities LLC), Indenture (BMW Fs Securities LLC), Indenture (BMW Fs Securities LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap the Interest Rate Cap Counterparty or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (SLM Funding LLC), Indenture (SLM Funding LLC), Indenture (SLM Funding LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five daysdays or, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole entire amount then due and payable on such Notes for in respect of principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and related Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon on such Notes and collect in the manner provided by law out of the Trust Estate or the property of the Issuer or any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuingoccurs, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, discretion or shall at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon on the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable out-of-pocket expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsor regulation, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 3 contracts
Sources: Indenture (BMW Vehicle Owner Trust 2002-A), Indenture (BMW Vehicle Owner Trust 2001-A), Indenture (BMW Vehicle Owner Trust 2001-A)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (1) The Issuer covenants that if (i) default is made hereby irrevocably and unconditionally appoints the Indenture Trustee as the true and lawful attorney-in-fact of the Issuer, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances name of the Indenture Trustee as well as in the name, place and its agents stead of the Issuer such acts, things and counseldeeds for or on behalf of and in the name of the Issuer under this Indenture (including specifically under Section 5.4) and under the Basic Documents which the Issuer could or might do or which may be necessary, desirable or convenient in the Indenture Trustee’s sole discretion to effect the purposes contemplated hereunder and under the Basic Documents and, without limitation, following the occurrence of an Indenture Event of Default, acting at the instruction or with the consent of the Majority Noteholders, in accordance with the terms of this Article V, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration, maintenance or disposition of the Trust Property.
(a2) In case Notwithstanding anything to the Issuer shall fail forthwith to pay such amounts upon such demandcontrary contained in this Indenture (including Sections 5.4(a), 5.13 and 5.16), the Indenture Trustee, in its own name and as trustee of an express trustprior to the Termination Date, may institute a Proceeding for shall, at the collection direction of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretionMajority Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings proceedings as the Indenture Trustee or the Majority Noteholders shall deem most effective to protect and enforce any such rights, whether for the specific enforcement performance of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c3) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateProperty, Proceedings proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, at the expense of the Seller by intervention in such proceedings or otherwise:
(ia) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence negligence, bad faith or bad faithwillful misconduct) and of the Noteholders allowed in such Proceedingsproceedings;
(iib) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person person performing similar functions in any such Proceedingsproceedings;
(iiic) 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 Noteholders, any Currency Swap Counterparty Noteholders and the Indenture Trustee on their behalf; and
(ivd) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, bad faith or bad faithwillful misconduct.
(d4) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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 Personperson.
(e5) All rights of action and of asserting claims under this Indenture, Indenture or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(f6) In any Proceedings proceedings brought by the Indenture Trustee (and also any Proceedings proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedingsproceedings.
Appears in 2 contracts
Sources: Indenture (Credit Acceptance Corp), Indenture (Credit Acceptance Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Scheduled Distribution Date or Redemption Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 23 (NAROT 2016-A Indenture) appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i1) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii2) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii3) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv4) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.. 24 (NAROT 2016-A Indenture)
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Receivables 2016-a Owner Trust), Indenture (Nissan Auto Receivables 2016-a Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer Issuing Entity covenants that if (i) default an Event of Default has occurred and is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datecontinuing, the Issuer Issuing Entity shall, upon demand of the Indenture Trustee, at the direction of the Note Insurer or of Holders of not less than 66-2/3% of the aggregate Note Balances of the Notes (with the consent of the Note Insurer), pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest at the applicable Note Rate upon the overdue principalprincipal and any Available Funds Cap Carry-Forward Amount, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer Issuing Entity shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.16 hereof may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Issuing Entity or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer Issuing Entity or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee Trustee, subject to the provisions of Section 10.16 hereof may, as more particularly provided in Section 5.45.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings Proceedings, as directed in writing by the Indenture Trustee shall deem most effective Controlling Party, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer Issuing Entity or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer Issuing Entity or other obligor upon the Notes, or to the creditors or property of the Issuer Issuing Entity or such other obligor, the Indenture Trustee, as directed in writing by the Note Insurer or by Holders of at least 66-2/3% of the aggregate Note Balances of the Notes (with the consent of the Note Insurer), irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and the Note Insurer and of the Indenture Trustee on their behalf; , and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes and the Note Insurer allowed in any judicial Proceedings proceedings relative to the IssuerIssuing Entity, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty the Note Insurer to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty the Note Insurer, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithTrustee.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the Note Insurer or the rights of any Noteholder Holder thereof or the Note Insurer or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Note Insurer in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the NoteholdersHolders of the Notes, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty5.05 hereof.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Origen Manufactured Housing Contract Trust Collateralized Notes, Series 2006-A), Indenture (Origen Residential Securities, Inc.)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Scheduled Distribution Date or Redemption Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and the maturity of the Notes is continuingaccelerated, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law, or the Indenture Trustee may elect to maintain the Collateral and continue to apply the proceeds from the Collateral in accordance with Section 5.04(b).
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:: 23 (NAROT 2016-C Indenture)
(i1) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii2) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii3) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv4) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.Notes. 24 (NAROT 2016-C Indenture)
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Receivables 2016-C Owner Trust), Indenture (Nissan Auto Receivables 2016-C Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer (a) Each of the Co-Issuers covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, (5) Business Days following the date on which it became due and payable or (ii) default is made in the payment of the principal of any Note Note, if and to the extent not previously paid when the same becomes due and payable at the related Note Final Maturity Datepayable, the Co-Issuer shallwill, upon demand of the Indenture Trustee, immediately pay to it, the Paying Agent for the benefit of the Noteholders, Noteholders the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at that payments of such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 and applicable Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee Trustee, the Paying Agent and its the Note Registrar, their agents and outside counsel.
(ab) In case the If a Co-Issuer shall fail forthwith fails to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Co-Issuers or other obligor upon such Notes and collect in the manner provided by law out of the Trust Estate or the property of another obligor on the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payablepayable in the manner provided by law.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in subject to the provisions of Section 5.45.03, in its discretionSection 5.05, Section 5.12, Section 6.01 and Section 6.03, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty under this Indenture by such appropriate Proceedings as the Indenture Trustee shall deem most effective effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted hereinin this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to any of the Issuer Co-Issuers or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture related Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, now or hereafter in effect or in case a receiver, assignee or conservator, assignee, trustee in bankruptcy or reorganizationbankruptcy, liquidator, sequestrator sequestrator, custodian or other similar official shall have been appointed for or taken possession of any of the Issuer Co-Issuers or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to any of the Issuer Co-Issuers or other obligor upon the Notes, or to the creditors or property of any of the Issuer Co-Issuers or such other obligorobligor or Person, the Indenture Trustee, irrespective of regardless whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of regardless whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.04, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim one or more claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents and take such actions as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture TrusteeTrustee pursuant to this Indenture, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedingsallowed;
(ii) unless prohibited by applicable law and regulationsRequirements of Law, to vote on behalf of the Noteholders (andNoteholders, if applicable, any Currency Swap Counterparty) in any election of a trustee, trustee or a standby trustee in bankruptcy or a Person performing similar functions in any such Proceedings;functions; and
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims claims, and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, receiver or liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee pursuant to this Indenture except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof Noteholder, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaidprovided in (d)(ii) above, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterpartyas provided herein.
(fg) In any Proceedings brought by the Indenture Trustee (and also except with respect to any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any such Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (New Residential Investment Corp.), Indenture (Springleaf Finance Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default continues for a period of five days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at on the related Note Final Maturity Scheduled Payment Date, the Issuer shallwill, upon demand of the Indenture TrusteeNoteholders representing not less than 51% of the Note Balance of the Controlling Class, pay to itthe Indenture Trustee, for the benefit of the Noteholders, the whole entire amount then due and payable on such Notes for in respect of principal and interest, with interest upon on the overdue principal, principal at the applicable Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and applicable Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demanddemand or if any such amounts became due and payable automatically pursuant to the terms of Section 5.02(a), the Indenture Trustee, in its own name and as trustee of an express trust, may (and at the written direction of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class shall) institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon on such Notes and collect in the manner provided by law out of the Collateral or the property of the Issuer or any other obligor upon on such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterparty, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (California Republic Auto Receivables Trust 2017-1), Indenture (California Republic Auto Receivables Trust 2016-2)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Scheduled Distribution Date or Redemption Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and the maturity of the Notes is continuingaccelerated, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law, or the Indenture Trustee may elect to maintain the Collateral and continue to apply the proceeds from the Collateral in accordance with Section 5.04(b).
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:: 23 (NAROT 2019-B Indenture)
(i1) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii2) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii3) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv4) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.Notes. 24 (NAROT 2019-B Indenture)
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Receivables 2019-B Owner Trust), Indenture (Nissan Auto Receivables 2019-B Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Scheduled Distribution Date or Redemption Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and the maturity of the Notes is continuingaccelerated, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law, or the Indenture Trustee may elect to maintain the Collateral and continue to apply the proceeds from the Collateral in accordance with Section 5.04(b).
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any 24 (NAROT 2017-B Indenture) demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i1) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii2) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii3) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv4) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.Notes. 25 (NAROT 2017-B Indenture)
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Receivables 2017-B Owner Trust), Indenture (Nissan Auto Receivables 2017-B Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Scheduled Distribution Date or Redemption Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and the maturity of the Notes is continuingaccelerated, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law., or the Indenture Trustee may elect to maintain the Collateral and continue to apply the proceeds from the Collateral in accordance with Section 5.04(b). 24 (NAROT 2017-C Indenture)
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i1) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii2) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii3) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv4) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.. 25 (NAROT 2017-C Indenture)
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Receivables 2017-C Owner Trust), Indenture (Nissan Auto Receivables 2017-C Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, Subject to the extent payment at such rate provisions of interest shall be legally enforceableSection 3.01 hereof and the following sentence, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If if an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4with the prior written consent of the Note Insurer, in its discretionand shall at the written direction of the Note Insurer or of the Holders of Notes representing not less than 50% of the Note Principal Balance of the Outstanding Notes of all of the Classes, with the consent of the Note Insurer, proceed to protect and enforce its rights and the rights of the Noteholders and the Note Insurer by any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective deems appropriate to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee remedy. Any Proceedings brought by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote ; on behalf of the Noteholders (andand the Note Insurer, if applicableor any Noteholder against the Trust shall be limited to the preservation, enforcement and foreclosure of the liens; assignments, rights and security interests under the Indenture and no attachment, execution or other unit or process shall be sought, issued or levied upon any Currency Swap Counterparty) assets, properties or funds of the Trust, other than the Trust Estate relative to the Notes in any election respect of which such Event of Default has occurred. If there is a trustee, a standby trustee or Person performing similar functions in foreclosure of any such Proceedings;
(iii) to collect liens, assignments, rights and receive security interests under this Indenture, by private power of sale or otherwise, no judgment for any moneys deficiency upon the indebtedness represented by the Notes may be sought or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty and obtained by the Indenture Trustee on their behalf; and
(iv) or any Noteholder against the Trust. The Indenture Trustee shall be entitled to file such proofs of claim recover the costs and other papers or documents as may be necessary or advisable in order expenses expended by it pursuant to have the claims this Article V including reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, any Currency Swap Counterparty or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for counsel from the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyTrust Estate.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterparty, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Accred Home LNDRS Inc Ac Mor Ln Tr 2002-1 as Bk Nt Se 2002-1), Indenture (Accred Home LNDRS Inc Ac Mor Ln Tr 2002-1 as Bk Nt Se 2002-1)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default Default is made in the payment of any interest on any Note Note, so long as any amounts remain unpaid with respect to the Notes, when the same becomes due and payable, and such default continues for a period of five business days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at (as described in the related Note Final Maturity Datepenultimate paragraph of Section 5.01 hereof), the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Class of Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Swap Counterparty, the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholder, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, the Certificate and the Interest Rate Swap Agreement, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Noteholders, the Certificateholder and the Swap Counterparty allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency the Swap Counterparty or the Certificateholder and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency the Holders of Notes or the Swap Counterparty or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency the Swap Counterparty Counterparty, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the NotesNotes or the Interest Rate Swap Agreement, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the NoteholdersSwap Counterparty, and after the Holders of the Notes have been paid in fulland, and subject to incidentally thereto, for the provisions benefit of Section 11.19, any Currency Swap Counterpartythe Certificateholder.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency or the Swap Counterparty, and it shall not be necessary to make any Noteholder or any Currency the Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Toyota Auto Finance Receivables LLC), Indenture (Toyota Auto Finance Receivables LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of thirty-five days, (35) days or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole entire amount then due and payable on such Notes for in respect of principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and related Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon on such Notes and collect in the manner provided by law out of the Trust Estate or the property of the Issuer or any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuingoccurs, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretionor shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.. 29 (2023-C Indenture)
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon on the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable out-of-pocket expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsor regulation, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses expenses, reimbursements, indemnities and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.. 30 (2023-C Indenture)
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Hyundai Auto Receivables Trust 2023-C), Indenture (Hyundai Auto Receivables Trust 2023-C)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (ian Event of Default occurs and is continuing under Sections 5.1(a), 5.1(b) default is made in the payment or 5.1(c) of any interest on any Note when the same becomes due and payablethis Indenture, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, then the Issuer shall, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the ratable benefit of the NoteholdersNoteholders in accordance with their respective outstanding principal amounts, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case If the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case If there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.3, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that if the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Cit Group Securitization Corp Ii), Indenture (Cit Group Securitization Corp Ii)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default Default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default Default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its the Indenture Administrator and their agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and the Indenture Administrator and each predecessor Indenture TrusteeTrustee and Indenture Administrator, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and the Indenture Administrator and each predecessor Indenture TrusteeTrustee and Indenture Administrator, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee and the Indenture Administrator such amounts as shall be sufficient to cover reasonable compensation to the Indenture TrusteeTrustee and the Indenture Administrator, each predecessor Indenture Trustee and Indenture Administrator and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and the Indenture Administrator and each predecessor Indenture Trustee and Indenture Administrator except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of for asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (SLC Student Loan Trust 2007-2), Indenture (SLC Student Loan Trust 2007-1)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that that, if (i) default is made in the payment Notes are accelerated following the occurrence of any interest on any Note when the same becomes due and payable, and such default continues for a period an Event of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity DateDefault, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs shall have occurred and is be continuing, the Indenture Trustee mayshall (i) if no Insurer Default shall have occurred and be continuing, at the direction of the Insurer, or (ii) if an Insurer Default shall have occurred and be continuing, at the direction of the Holders of Notes representing at least 662/3% of the Outstanding Amount of the Notes, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(f) In any Proceedings brought by the Indenture Trustee (and also including any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Onyx Acceptance Financial Corp), Indenture (Onyx Acceptance Financial Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Scheduled Distribution Date or Redemption Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and the maturity of the Notes is continuingaccelerated, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law, or the Indenture Trustee may elect to maintain the Collateral and continue to apply the proceeds from the Collateral in accordance with Section 5.04(b).
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i1) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
; (ii2) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap Counterparty, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Receivables 2020-a Owner Trust), Indenture (Nissan Auto Receivables 2020-a Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Scheduled Distribution Date or Redemption Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.. 22 (NAROT 2022-B Indenture)
(bc) If an Event of Default occurs and the maturity of the Notes is continuingaccelerated, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law, or the Indenture Trustee may elect to maintain the Collateral and continue to apply the proceeds from the Collateral in accordance with Section 5.04(b).
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i1) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii2) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii3) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv4) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.. 23 (NAROT 2022-B Indenture)
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Receivables 2022-B Owner Trust), Indenture (NISSAN AUTO RECEIVABLES Co II LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default Default is made in the payment of any interest Noteholders' Interest Distribution Amount on any Note Notes when the same becomes due and payable, and such default Default continues for a period of five days, or (ii) default Default is made in the payment of the principal of or any Note installment of the principal of any Notes when the same becomes due and payable at the related Note Final Maturity Datepayable, and such Default continues for a period of five days, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the Noteholders, the whole amount then due and payable on such the Outstanding Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 respective Class Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such any Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such any Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the such Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence negligence, willful misconduct or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, willful misconduct or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Outstanding Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Outstanding Notes, may be enforced by the Indenture Trustee without the possession of any of the Outstanding Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Crestar Bank /Va), Indenture (Crestar Bank /Va)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case Each Issuer Secured Party hereby irrevocably and unconditionally appoints the Controlling Party as the true and lawful attorney-in-fact of such Issuer shall fail forthwith Secured Party for so long as such Issuer Secured Party is not the Controlling Party, with full power of substitution, to pay execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such amounts upon Issuer Secured Party such demandacts, things and deeds for or on behalf of and in the name of such Issuer Secured Party under this Indenture Trustee(including specifically under Section 5.4) and under the Basic Documents which such Issuer Secured Party could or might do or which may be necessary, desirable or convenient in its own name such Controlling Party's sole discretion to effect the purposes contemplated hereunder and as trustee under the Related Documents and, without limitation, following the occurrence of an express trustEvent of Default, may institute a Proceeding for exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the collection administration, maintenance or disposition of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payableTrust Fund.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee maymay in its discretion but with the consent of the Controlling Party and shall, at the direction of the Controlling Party (except as more particularly provided in Section 5.4, in its discretion5.3(d) below), proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee or the Controlling Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) Notwithstanding anything to the contrary contained in this Indenture (including without limitation Sections 5.4(a), 5.12, 5.13 and 5.17) and regardless of whether an Insurer Default shall have occurred and be continuing, if the Issuer fails to perform its obligations under Section 10.1 hereof when and as due, the Indenture Trustee may in its discretion (and without the consent of the Controlling Party) proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for specific performance of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law; provided that the Indenture Trustee shall only be entitled to take any such actions without the consent of the Controlling Party to the extent such actions are taken only to enforce the Issuer's obligations to redeem the principal amount of Notes and pay interest thereon at the applicable Interest Rate and are taken only against the portion of the Collateral, if any, consisting of the Pre-Funding Account, the Capitalized Interest Account, any investments therein and any proceeds thereof.
(e) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateFund, Proceedings proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence gross negligence, bad faith or bad faithwillful misconduct) and of the Noteholders allowed in such Proceedingsproceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person person performing similar functions in any such Proceedingsproceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(df) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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 Personperson.
(eg) All rights of action and of asserting claims under this Indenture, Indenture or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee Indenture Trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fh) In any Proceedings proceedings brought by the Indenture Trustee (and also any Proceedings proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedingsproceedings.
Appears in 2 contracts
Sources: Indenture (Painewebber Asset Acceptance Corp), Indenture (Securitized Asset Backed Receivables LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (ia) default is made in the payment If an Event of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, Default under Section 5.01(i) or (ii) default has occurred and is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datecontinuing, the Issuer shall, upon demand of the Indenture Trustee, pay subject to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand10.18, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and and, subject to the limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon such Notes Storm Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such NotesStorm Recovery Bonds, wherever situatedsituated the moneys payable, or the related Storm Recovery Bond Collateral and the proceeds thereof, the moneys adjudged or decreed whole amount then due and payable on the Storm Recovery Bonds for principal, premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent payment at such rate of interest shall be payablelegally enforceable, upon overdue installments of interest, at the rate borne by the Storm Recovery Bonds and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(b) If an Event of Default (other than Event of Default under clause (vii) of Section 5.01) occurs and is continuing, the Indenture Trustee mayshall, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Holders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by law, including foreclosing or otherwise enforcing the Lien of the Storm Recovery Bond Collateral securing the Storm Recovery Bonds or applying to a court of competent jurisdiction for sequestration of revenues arising with respect to the Storm Recovery Property.
(c) In case there shall be pending, relative to the Issuer If an Event of Default under Section 5.01(v) or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor(vi) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any Notes Storm Recovery Bonds shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.04, shall be entitled and empowered, by intervention in any Proceedings related to such proceedings Event of Default or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal principal, premium, if any, and interest owing and unpaid in respect of the Notes Storm Recovery Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders in any election of a trusteetrustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Holders and of the Indenture Trustee on their behalf; and
(iv) to file such proofs of claim and other papers or and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders allowed in any judicial Proceedings proceeding relative to the Issuer, its creditors and its property; . and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Storm Recovery Bonds or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(e) All rights of action and of asserting claims under this Indenture, or under any of the NotesStorm Recovery Bonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Storm Recovery Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyStorm Recovery Bonds.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Storm Recovery Bonds, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty Holder a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Entergy Arkansas Restoration Funding, LLC), Indenture (Entergy Arkansas Restoration Funding, LLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of thirty-five days, (35) days or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole entire amount then due and payable on such Notes for in respect of principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and related Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon on such Notes and collect in the manner provided by law out of the Trust Estate or the property of the Issuer or any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuingoccurs, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretionor shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.. 29 (2024-B Indenture)
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon on the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable out-of-pocket expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsor regulation, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses expenses, reimbursements, indemnities and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.. 30 (2024-B Indenture)
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Hyundai Auto Receivables Trust 2024-B), Indenture (Hyundai Auto Receivables Trust 2024-B)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer Issue shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of Notes and of the Credit Enhancer, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.17 hereof may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty the Credit Enhancer, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Painewebber Mortgage Acceptance Corporation Iv), Indenture (Southern Pacific Secured Assets Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five (5) days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, principal at the applicable Note Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 applicable Note Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counselcounsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.3, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses other amounts due and liabilities incurred, and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faithpursuant to Section 6.7) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute pay all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses amounts due and liabilities incurred, and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithpursuant to Section 6.7.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Mmca Auto Receivables Inc), Indenture (Mmca Auto Receivables Inc)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Scheduled Distribution Date or Redemption Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 23 (NAROT 2016-B Indenture) appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i1) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii2) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii3) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv4) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the 24 (NAROT 2016-B Indenture) Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Receivables 2016-B Owner Trust), Indenture (Nissan Auto Receivables 2016-B Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Date, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its the Indenture Administrator and their agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 Issuer or its property or such other obligor or Person, or in case of any other, comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Indenture 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:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap the Interest Rate Cap Counterparty or the Noteholders allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (SLC Student Loan Receivables I Inc), Indenture (SLC Student Loan Receivables I Inc)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 and borne by the Notes and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee receiver or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official official, shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, Notes or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian sequestrator or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, except as aforesaid, to vote for the election of a trustee in bankruptcy or similar Personcontemplated by clause (d)(ii) above.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, liabilities, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Deutsche Recreational Asset Funding Corp), Indenture (Deutsche Recreational Asset Funding Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Scheduled Distribution Date or Redemption Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and the maturity of the Notes is continuingaccelerated, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law, or the Indenture Trustee may elect to maintain the Collateral and continue to apply the proceeds from the Collateral in accordance with Section 5.04(b).
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trusteethen, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any 23 (NAROT 2017-A Indenture) demand pursuant to the provisions of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i1) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii2) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii3) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv4) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.Notes. 24 (NAROT 2017-A Indenture)
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Receivables 2017-a Owner Trust), Indenture (Nissan Auto Receivables 2017-a Owner Trust)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note Bond when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any Note installment of the principal of any Bond when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, upon demand of the Indenture Trustee, at the direction of the Holders of a majority of the aggregate Bond Principal Balances of the Bonds, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of Bonds, the whole amount then due and payable on such Notes the Bonds for principal and interest, with interest at the applicable Bond Interest Rate upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.16 hereof may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes the Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notesthe Bonds, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee Trustee, subject to the provisions of Section 10.16 hereof may, as more particularly provided in Section 5.45.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Bondholders, by such appropriate Proceedings Proceedings, as directed in writing by the Indenture Trustee shall deem most effective Holders of a majority of the aggregate Bond Principal Balances of the Bonds, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes Bonds or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the NotesBonds, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, as directed in writing by the Holders of a majority of the aggregate Bond Principal Balances of the Bonds, irrespective of whether the principal of any Notes Bonds shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Bondholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Bonds in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Bondholders and of the Indenture Trustee on their behalf; , and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Bonds allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Bondholders to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Bondholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithand all amounts due to the Bond Insurer.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Bonds or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Bondholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the NotesBonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the NoteholdersHolders of the Bonds, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty5.05 hereof.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Bonds, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty Bondholder a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (IMPAC CMB Trust Series 2005-5), Indenture (IMPAC CMB Trust Series 2005-5)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) upon default is made in the payment of (i) any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.17 hereof may with the consent of the Credit Enhancer, and if the Credit Enhancer so directs, shall institute a Proceeding for the collection of the sums so due and unpaid, and may with the consent of the Credit Enhancer, and if the Credit Enhancer so directs, shall prosecute such Proceeding to judgment or final decree, and may with the consent of the Credit Enhancer, and if the Credit Enhancer so directs, shall enforce the same against the Issuer or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee subject to the provisions of Section 10.17 hereof may, as more particularly provided in Section 5.45.04, in its discretion, with the consent of the Credit Enhancer, and if the Credit Enhancer so directs, shall proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Credit Enhancer, as applicable, shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence negligence, willful misconduct or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence negligence, willful misconduct or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders Holders of the Notes and each Currency Swap Counterpartythe Credit Enhancer, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty the Credit Enhancer a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Morgan Stanley ABS Capital I Inc. MSDWCC HELOC Trust 2005-1), Indenture (Heloc Asset-Backed Notes Series 2003-2)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if if: (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, will upon demand of the Indenture Trustee, pay to it, for the benefit of the NoteholdersHolders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon on the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, at the rate specified in Section 2.7 borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rightsright, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) 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 Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee Trustee, such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and an all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after Holders of the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartyNotes.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Goldman Sachs Asset Backed Securities Corp), Indenture (Gs Mortgage Securities Corp)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default an Event of Default specified in Section 5.1(a)(i) has occurred and is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, continuing or (ii) default an Event of Default specified in Section 5.1(a)(ii) has occurred and is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datecontinuing, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersSecured Parties, as applicable, (1) the whole amount then due and payable on such Notes for principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes, (2) any amounts due and payable by the Issuer under the Hedge Agreements, including any termination amounts and any other amounts owed thereunder, and, in addition thereto thereto, and (3) such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law Law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty the Hedge Counterparties, by such appropriate Proceedings as the Indenture Trustee shall may deem most effective necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by lawLaw.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar lawLaw, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.3, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of gross negligence or bad faith) willful misconduct of the Indenture Trustee), the Noteholders and of the Noteholders Hedge Counterparties allowed in such Proceedings;
(ii) unless prohibited by applicable law Law and regulations, to vote on behalf of as directed in writing by the Noteholders (and, if applicable, any Currency Swap Counterparty) and the Hedge Counterparties in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty the Hedge Counterparties and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty or the Noteholders and the Hedge Counterparties allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Hedge Counterparties to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty or the Hedge Counterparties, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of gross negligence or bad faithwillful misconduct of such party.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or any Hedge Counterparty any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or the Hedge Agreements or the rights of any Hedge Counterparty thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or any Hedge Counterparty in any such proceeding Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartySecured Parties.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders of the Notes and each Currency Swap Counterpartythe Hedge Counterparties, and it shall not be necessary to make any Noteholder or any Currency Swap Hedge Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Diversified Energy Co PLC), Indenture (Diversified Energy Co PLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default an Event of Default specified in Section 5.1(a)(i) has occurred and is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, continuing or (ii) default an Event of Default specified in Section 5.1(a)(ii) has occurred and is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datecontinuing, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersSecured Parties, as applicable, (1) the whole amount then due and payable on such Notes for principal and interest, with interest upon on the overdue principal, principal and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest, interest at the rate specified in Section 2.7 borne by the Notes, (2) any amounts due and payable by the Issuer under the Hedge Agreements, including any termination amounts and any other amounts owed thereunder, and, in addition thereto thereto, and (3) such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law Law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty the Hedge Counterparties, by such appropriate Proceedings as the Indenture Trustee shall may deem most effective necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by lawLaw.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar lawLaw, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.3, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of gross negligence or bad faith) willful misconduct of the Indenture Trustee), the Noteholders and of the Noteholders Hedge Counterparties allowed in such Proceedings;
(ii) unless prohibited by applicable law Law and regulations, to vote on behalf as directed in writing by the Holders of Notes and the Noteholders (and, if applicable, any Currency Swap Counterparty) Hedge Counterparties in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty the Hedge Counterparties and the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty or the Noteholders Holders of Notes and the Hedge Counterparties allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty Hedge Counterparties to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty or the Hedge Counterparties, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of gross negligence or bad faithwillful misconduct of such party.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or any Hedge Counterparty any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or the Hedge Agreements or the rights of any Hedge Counterparty thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or any Hedge Counterparty in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap CounterpartySecured Parties.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders Holders of the Notes and each Currency Swap Counterpartythe Hedge Counterparties, and it shall not be necessary to make any Noteholder or any Currency Swap Hedge Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Diversified Energy Co PLC), Indenture (Diversified Energy Co PLC)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that that, if (i) default is made in the payment Notes are accelerated following the occurrence of any interest on any Note when the same becomes due and payable, and such default continues for a period an Event of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity DateDefault, the Issuer shallwill, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 applicable interest rates, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel.
(a) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.
(b) If an Event of Default occurs shall have occurred and is be continuing, the Indenture Trustee mayshall (i) if no Insurer Default shall have occurred and be continuing, at the direction of the Insurer, or (ii) if an Insurer Default shall have occurred and be continuing or the Policy shall have terminated in accordance with its terms, at the direction of the Noteholders representing at least 66 2/3% of the Note Balances, as more particularly provided in Section 5.4, in its discretion5.04, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstatePledged Assets, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and Trustee, each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(e) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) In any Proceedings brought by the Indenture Trustee (and also including any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a partyIndenture), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Uacsc 2001-C Owner Trust), Indenture (Uacsc 2002-a Owner TRST Auto Receivable Back Nt)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer shall, upon demand of the Indenture Trustee, at the direction of the Holders of a majority of the aggregate Note Balance of the Notes, pay to itthe Indenture Trustee, for the benefit of the NoteholdersHolders of Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest at the applicable Note Rate upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings Proceedings, as directed in writing by Holders of a majority of the Indenture Trustee shall deem most effective aggregate Note Balance of the Notes, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, as directed in writing by Holders of a majority of the aggregate Note Balance of the Notes, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithTrustee.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the NoteholdersHolders of the Notes, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty5.05 hereof.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Greenpoint Mortgage Funding Trust 2005-He4), Indenture (Greenpoint Mortgage Funding Trust 2005-He1)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if there shall occur an Event of Default under Sections 5.1(a), (ib) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datec), the Issuer shall, upon demand of the Indenture Trustee, pay to itthe Indenture Trustee, for the benefit of the NoteholdersNoteholders in accordance with their respective outstanding principal amounts, the whole entire amount then due and payable on such the Notes for principal and interest, with interest upon through the date of such payment on the overdue principal, and, to the extent payment at such rate principal amount of interest shall be legally enforceable, upon overdue installments each class of interestNotes, at the rate specified in Section 2.7 applicable to such class of Notes, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case If the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by applicable law.
(cd) In case If there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable Federal federal or state bankruptcy, insolvency or other similar law, or in case if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this SectionSection 5.3, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole entire amount of the unpaid principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trusteetrustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trusteetrustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, and, in the event that if the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee trustee, except as a result of negligence or bad faith.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid applied in full, and subject to the provisions of accordance with Section 11.19, any Currency Swap Counterparty5.4(b).
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Navistar Financial Retail Receivables Corporation), Indenture (Navistar Financial Retail Receivables Corporation)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer Issuing Entity covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable at the related Note Final Maturity Datepayable, the Issuer Issuing Entity shall, upon demand of the Indenture Trustee, acting at the direction of the Holders of a majority of the aggregate Note Principal Balances of the Notes, pay to itthe Securities Administrator, for the benefit of the NoteholdersHolders of Notes, the whole amount then due and payable on such the Notes for principal and interest, with interest at the applicable Note Interest Rate upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the rate specified in Section 2.7 and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer Issuing Entity shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.15 hereof, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Issuing Entity or other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer Issuing Entity or other obligor upon such the Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee Trustee, subject to the provisions of Section 10.15 hereof, may, as more particularly provided in Section 5.45.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as directed in writing by Holders of a majority of the Indenture Trustee shall deem most effective aggregate Note Principal Balances of each Class of Notes, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case there shall be pending, relative to the Issuer Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal 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 Issuer Issuing Entity or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer Issuing Entity or other obligor upon the Notes, or to the creditors or property of the Issuer Issuing Entity or such other obligor, the Indenture Trustee, as directed in writing by Holders of a majority of the aggregate Note Principal Balances of each Class of Notes, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence negligence, willful misconduct or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; , and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders Holders of Notes allowed in any judicial Proceedings proceedings relative to the IssuerIssuing Entity, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture TrusteeSecurities Administrator, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithTrustee.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the NoteholdersHolders of the Notes, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(f) 5.05 hereof. In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyHolders of the Notes, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Bear Stearns ARM Trust 2006-1), Indenture (Bear Stearns ARM Trust 2006-1)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if there is a default relating to the payment of (i) default is made in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at on the related Note Final Maturity Scheduled Payment Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, principal at the applicable Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 and applicable Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
(ab) In case the Issuer shall fail forthwith to pay such amounts described in Section 5.03(a) upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law Applicable Law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by lawApplicable Law.
(cd) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Bankruptcy Code or any other applicable Federal or state bankruptcy, insolvency or other similar lawInsolvency Law, or in case if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee), and their respective agents, attorneys agents and counsel, counsel and for reimbursement of all expenses and liabilities incurred, other amounts due and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) pursuant to Section 6.07 and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulationsApplicable Law, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys agents and counsel, and all other expenses and liabilities incurred, amounts due and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithpursuant to Section 6.07.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.
Appears in 2 contracts
Sources: Indenture (Mercedes-Benz Auto Receivables Trust 2019-1), Indenture (Mercedes-Benz Auto Receivables Trust 2019-1)
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if (ia) If a default is made in the payment of (i) any interest on any Note of the Controlling Class when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable at on the related Note Final Maturity Scheduled Distribution Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole entire amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, principal at the applicable Interest Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, interest at the rate specified in Section 2.7 and applicable Interest Rate and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counselcounsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.07.
(ab) In case If the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon such the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys monies adjudged or decreed to be payable.
(bc) If an Event of Default occurs shall have occurred and is be continuing, the Indenture Trustee may, as more particularly provided in Section 5.45.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and any Currency Swap Counterparty by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
(cd) In case If there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings 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 if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of if there shall be pending any other, other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable, payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole amount of principal and interest 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 Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys agents and counselattorneys, and for reimbursement of all expenses and liabilities incurred, other amounts due and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) pursuant to Section 6.07 and of the Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders (and, if applicable, any Currency Swap Counterparty) in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;
(iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute pay all amounts received with respect to the claims of the Noteholders, any Currency Swap Counterparty Noteholders and of the Indenture Trustee on their behalf; and
(iv) 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 Indenture Trustee, any Currency Swap Counterparty Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such the Noteholders and any Currency Swap Counterparty to make payments to the Indenture Trustee, Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders and any Currency Swap Counterparty the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys agents and counselattorneys, and all other expenses and liabilities incurred, amounts due and all advances made, by owing to the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faithpursuant to Section 6.07.
(de) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof or to authorize the Indenture 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.
(ef) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders, and after the Notes have been paid in full, and subject to the provisions of Section 11.19, any Currency Swap Counterparty.
(fg) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and each Currency Swap CounterpartyNoteholders, and it shall not be necessary to make any Noteholder or any Currency Swap Counterparty a party to any such Proceedings.. 44
Appears in 2 contracts
Sources: Indenture (Wachovia Auto Owner Trust 2005-A), Indenture (Pooled Auto Securities Shelf LLC)