Common use of Certain Rights of the Owner Trust Clause in Contracts

Certain Rights of the Owner Trust. and the Owner ----------------------------------------------- Participant. Notwithstanding any provision in this Indenture to the contrary: ----------- (a) each of the Owner Trust and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, whether or not an Indenture Event of Default is continuing and whether or not the Indenture Trustee has foreclosed on the Lien of the Indenture, (i) to receive Excepted Payments, (ii) to demand, collect, xxx for or waive any notice of default with respect to Excepted Payments and (iii) to enforce the payment of Excepted Payments due and payable to it by appropriate judicial proceedings and to exercise other remedies as provided under any Operative Document to the extent and with respect to any portion of the Indenture Estate which shall have been released pursuant to the terms of this Indenture; provided that the rights referred to in this Section 6.08(a)(iii) shall not be deemed to include the exercise of any remedies provided for in Article 22 of the Charter other than the right to proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the Charterer of the applicable covenants or to recover damages for breach thereof; (b) at all times prior to the foreclosure of the Lien of the Indenture, whether or not an Indenture Event of Default is continuing, each of the Owner Trust and the Owner Participant shall have the right, but not to the exclusion of the Indenture Trustee, (i) to receive from the Charterer all notices, financial statements, certificates, opinions of counsel and other documents and information which the Charterer is permitted or required to give or furnish to the Owner Trust or the Owner Participant pursuant to the terms of any Operative Document, (ii) to retain all rights with respect to liability insurance which Article 16 of the Charter specifically confers upon the Owner Trust or the Owner Participant, or other insurance under Article 16 of the Charter purchased for the benefit of the Owner Trust or the Owner Participant

Certain Rights of the Owner Trust. and the Owner ----------------------------------------------- Participant. Notwithstanding any provision in this Indenture to the contrary: ----------- (a) each of the Owner Trust and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, whether or not an Indenture Event of Default is continuing and whether or not the Indenture Trustee has foreclosed on the Lien of the Indenture, (i) to receive Excepted Payments, (ii) to demand, collect, xxx for or waive any notice of default with respect to Excepted Payments, (iii) prior to the foreclosure of the Lien of the Indenture and subject to Section 5.03(c), to declare the Charter in default in respect of Expected Payments and (iiiiv) to enforce the payment of Excepted Payments due and payable to it by appropriate judicial proceedings and to exercise other remedies as provided under any Operative Document to the extent and with respect to any portion of the Indenture Estate which shall have been released pursuant to the terms of this Indenture; provided that the rights referred to in this Section 6.08(a)(iii) and (iv) shall not be deemed to include the exercise of any remedies provided for in Article 22 of the Charter other than the right to proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the Charterer of the applicable covenants or to recover damages for breach thereof; (b) at all times prior to the foreclosure of the Lien of the Indenture, whether or not an Indenture Event of Default is continuing, each of the Owner Trust and the Owner Participant shall have the right, but not to the exclusion of the Indenture Trustee, (i) to receive from the Charterer all notices, financial statements, certificates, opinions of counsel and other documents and information which the Charterer is permitted or required to give or furnish to the Owner Trust or the Owner Participant pursuant to the terms of any Operative Document, (ii) to retain all rights with respect to liability insurance which Article 16 of the Charter specifically confers upon the Owner Trust or the Owner Participant, or other insurance under Article 16 of the Charter purchased for the benefit of the Owner Trust or the Owner ParticipantParticipant (subject, however to the provisions of the definition of "Excepted Payments") and (iii) to exercise inspection rights pursuant to Article 11.6 of the Participation Agreement and Article 11

Certain Rights of the Owner Trust. and the Owner ----------------------------------------------- Participant. Notwithstanding any other provision in of this Indenture to the contrary: -----------Indenture: (a) each of the The Owner Trust and the Owner Participant shall have the rightat all times, to the exclusion of the Indenture Trustee, whether or not an Indenture Event of Default is continuing and whether or not the Indenture Trustee has foreclosed on the Lien of the Indenture, (i) retain all rights to demand and receive payment of, and to commence an action for payment of, Excepted Payments, (ii) to demand, collect, xxx for but the Owner Trust shall have no remedy or waive any notice of default with respect to Excepted Payments and (iii) to enforce the payment of Excepted Payments due and payable to it by appropriate judicial proceedings and to exercise other remedies as provided under any Operative Document to the extent and right with respect to any portion of such payment against the Indenture Estate which shall have been released pursuant nor any right to the terms of this Indenture; provided that the rights referred to in this Section 6.08(a)(iii) shall not be deemed to include collect any such payment by the exercise of any remedies provided for in Article 22 of the Charter remedies under Section 17 of the Lease; (ii) retain all rights with respect to insurance that Section 11 (Insurance) of the Lease specifically confers upon the Owner Trust and to waive any failure by the Lessee to maintain the insurance required by Section 11 of the Lease so long as the insurance maintained by the Lessee still constitutes Prudent Industry Practice; (iii) retain all rights to adjust Basic Rent and Termination Value as provided in Section 3.6 (Adjustment of Basic Rent and Termination Values) of the Lease or the Tax Indemnity Agreement; provided, however, that after giving effect to any such adjustment (x) the amount of Basic Rent (other than Deferrable Payments) payable on each Rent Payment Date shall be at least equal to the right aggregate amount of all principal and accrued interest payable on such Rent Payment Date on all Notes then outstanding and (y) Termination Value shall in no event be less (when added to proceed all other amounts required to be paid by appropriate court action or actionsthe Lessee under the Lease in respect of any early termination of the Lease) than an amount sufficient, either at law or in equityas of the date of payment, to enforce performance by pay in full the Charterer principal of, and premium and interest on all Notes outstanding on and as of such date of payment; and (iv) except in connection with the applicable covenants exercise of remedies pursuant to the Lease, retain all rights to exercise the Owner Trust's rights relating to the Appraisal Procedure and to confer and agree with the Lessee on Fair Market Rental Value or to recover damages for breach thereofany Renewal Term; (b) at all times prior to the foreclosure of the Lien of the Indenture, whether or not an Indenture Event of Default is continuing, each of the The Owner Trust and the Owner Participant shall have the right, but not to the exclusion of the Indenture Trustee, (i) to receive from the Charterer Lessee all notices, financial statements, certificates, opinions of counsel and other documents and all information which that the Charterer Lessee is permitted or required to give or furnish to the Owner Trust or the Owner Participant pursuant to the terms of Lease or any other Operative Document, ; (ii) to inspect the Facility and the records relating thereto pursuant to Section 12 (Inspection) of the Lease; (iii) to provide such insurance as may be permitted by Section 11 of the Lease; and (iv) to perform for the Lessee as provided in Section 20 (Lessor's Right to Perform) of the Lease; (c) So long as the Notes have not been accelerated pursuant to Section 4.2(a) (or, if accelerated, such acceleration has theretofore been rescinded) or the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Trust shall retain the right, to the exclusion of the Indenture Trustee, to exercise the rights of the Owner Trust under, and to determine compliance by the Lessee with, the provisions of Sections 3.4 (Deferrable Payments), 5 (Return of 34 39 Undivided Interest) in connection with the return of the Undivided Interest on the Lease Expiration Date, 10 (Event of Loss) (other than Section 10.2 thereof), 13 (Termination Option for Burdensome Events), 14 (Termination for Obsolescence) and 15 (Lease Renewal) of the Lease; (d) Except as otherwise provided in this Section 5.6, so long as the Notes have not been accelerated pursuant to Section 4.2(a) (or, if accelerated, such acceleration has theretofore been rescinded) or the Indenture Trustee shall not have exercised any of its rights pursuant to Section 4 to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Owner Trust shall have the right, to be exercised jointly with the Indenture Trustee, (i) to exercise the Owner Trust's rights with respect to liability insurance which Article 16 the Lessee's use and operation, modification or maintenance of the Charter specifically confers upon Facility, under Sections 7 (Maintenance; Replacement of Components), 8 (Modifications) and 19 (Sublease) of the Lease, and (ii) to exercise the rights of the Owner Trust under Section 10.2 of the Lease; provided, however, that (A) the Owner Trust shall have no right to receive any Basic Rent payment or other payments by or on behalf of the Lessee other than Excepted Payments payable to the Owner Trust or the Owner Participant, (B) no determination by the Owner Trust or other insurance under Article 16 the Indenture Trustee that the Lessee is in compliance with the provisions of any such Assigned Document shall be binding upon or otherwise affect the rights hereunder of the Charter purchased for Indenture Trustee or any Noteholder on the benefit of one hand or the Owner Trust or the Owner ParticipantParticipant on the other hand, and (C) the Owner Trust shall not have the right to (i) declare any Lease Event of Default pursuant to Section 16 of the Lease (except as provided in Section 4.2(f) in respect of a failure to pay Excepted Payments) or (ii) exercise any remedies pursuant to Section 17 of the Lease; and (e) Nothing in this Indenture shall give to, or create in, or otherwise provide the benefit of to, the Indenture Trustee, any rights of the Owner Participant under or pursuant to the Tax Indemnity Agreement or any other Operative Document (including any Assigned Document), and nothing in this Section 5.6 or elsewhere in this Indenture shall give to the Owner Trust the right to exercise any rights specifically given to the Indenture Trustee pursuant to any Operative Document (including any Assigned Document); but nothing in clauses (a) through (d) above shall deprive the Indenture Trustee of the exclusive right, so long as this Indenture shall be in effect, to declare the Lease to be in default under Section 16 thereof and thereafter to exercise the remedies provided therein.

Certain Rights of the Owner Trust. and the Owner ----------------------------------------------- Participant. Notwithstanding any other provision in of this Indenture to the contrary: -----------Indenture: (a) each of the The Owner Trust and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, whether or not an Indenture Event of Default is continuing and whether or not the Indenture Trustee has foreclosed on the Lien of the Indenture, (i) to receive Excepted Payments, (ii) to demand, collect, xxx for or waive any notice of default with respect to Excepted Payments and (iii) to enforce the payment of Excepted Payments due and payable to it by appropriate judicial proceedings and to exercise other remedies as provided under any Operative Document to the extent and with respect to any portion of the Indenture Estate which shall have been released pursuant to the terms of this Indenture; provided that the rights referred to in this Section 6.08(a)(iii) shall not be deemed to include the exercise of any remedies provided for in Article 22 of the Charter other than the right to proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the Charterer of the applicable covenants or to recover damages for breach thereof; (b) at all times prior to the foreclosure of the Lien of the Indenturetimes, whether or not an Indenture Event of Default is continuing, each of the Owner Trust and the Owner Participant shall have the right, but not to the exclusion of the Indenture Trustee, (i) retain all rights to demand and receive from the Charterer all noticespayment of, financial statementsand to commence an action for payment of, certificatesExcepted Payments, opinions of counsel and other documents and information which the Charterer is permitted or required to give or furnish to but the Owner Trust shall have no remedy or right with respect to any such payment against the Owner Participant pursuant Indenture Estate nor any right to collect any such payment by the terms exercise of any Operative Document, of the remedies under Section 17 of the Lease; (ii) to retain all rights with respect to liability insurance which Article 16 that Section 11 (Insurance) of the Charter Lease specifically confers upon the Owner Trust and to waive any failure by the Lessee to maintain the insurance required by Section 11 of the Lease so long as the insurance maintained by the Lessee still constitutes Prudent Industry Practice; (iii) retain all rights to adjust Basic Rent and Termination Value as provided in Section 3.6 (Adjustment of Basic Rent and Termination Values) of the Lease or the Owner ParticipantTax Indemnity Agreement; provided, or however, that after giving effect to any such adjustment (x) the amount of Basic Rent (other insurance than Deferrable Payments) payable on each Rent Payment Date shall be at least equal to the aggregate amount of all principal and accrued interest payable on such Rent Payment Date on all Notes then outstanding and (y) Termination Value shall in no event be less (when added to all other amounts required to be paid by the Lessee under Article 16 the Lease in respect of any early termination of the Charter purchased for the benefit Lease) than an amount sufficient, as of the Owner Trust or date of payment, to pay in full the Owner Participantprincipal of, and premium and

Certain Rights of the Owner Trust. and the Owner ----------------------------------------------- Participant. Notwithstanding any provision in this Indenture to the contrary: ----------- (a) each of the Owner Trust and the Owner Participant shall have the right, to the exclusion of the Indenture Trustee, whether or not an Indenture Event of Default is continuing and whether or not the Indenture Trustee has foreclosed on the Lien of the Indenture, (i) to receive Excepted Payments, (ii) to demand, collect, xxx for or waive any notice of default with respect to Excepted Payments, (iii) prior to the foreclosure of the Lien of the Indenture and subject to Section 5.03(c), to declare the Charter in default in respect of Expected Payments and (iiiiv) to enforce the payment of Excepted Payments due and payable to it by appropriate judicial proceedings and to exercise other remedies as provided under any Operative Document to the extent and with respect to any portion of the Indenture Estate which shall have been released pursuant to the terms of this Indenture; provided that the rights referred to in this Section 6.08(a)(iii) and (iv) shall not be deemed to include the exercise of any remedies provided for in Article 22 of the Charter other than the right to proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the Charterer of the applicable covenants or to recover damages for breach thereof; (b) at all times prior to the foreclosure of the Lien of the Indenture, whether or not an Indenture Event of Default is continuing, each of the Owner Trust and the Owner Participant shall have the right, but not to the exclusion of the Indenture Trustee, (i) to receive from the Charterer all notices, financial statements, certificates, opinions of counsel and other documents and information which the Charterer is permitted or required to give or furnish to the Owner Trust or the Owner Participant pursuant to the terms of any Operative Document, (ii) to retain all rights with respect to liability insurance which Article 16 of the Charter specifically confers upon the Owner Trust or the Owner Participant, or other insurance under Article 16 of the Charter purchased for the benefit of the Owner Trust or the Owner Participantthe