Common use of Collection of Indebtedness and Suits for Enforcement by Indenture Trustee Clause in Contracts

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) 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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred and be 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 by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce 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. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; (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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The Issuer covenants that if (i) default Default is made in the payment of any interest on any Note of the Controlling Class, so long as any amounts remain unpaid with respect to such Controlling Class of Notes, when the same becomes due and payable, and such default continues for a period of five (5) 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 payablepayable (as described in the penultimate paragraph of Section 5.01 hereof), the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Class of Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note Rate rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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, 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.3Section, the Indenture Trustee 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 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or Trustee, the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the NotesNotes and, incidentally thereto, for the benefit of the Certificateholder. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (i) default is made in The Issuer covenants that if 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 (5) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payableDefault, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note related Interest Rate and 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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, decree and may enforce the same against the Issuer or any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, shall be entitled and empowered, by intervention in such 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 party), the Indenture Trustee shall be held to represent all the NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The Issuing Entity covenants that if (i) default an Event of Default specified in Section 5.01(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 (5) Business Days, continuing or (ii) default an Event of Default specified in Section 5.01(a)(ii) has occurred and is made in the payment of the principal of any Note when the same becomes due and payablecontinuing, the Issuer shallIssuing Entity will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note Rate and rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer Issuing Entity or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee may, 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 Noteholders, 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 Issuing Entity or its property or such other obligor or Person, or if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer Issuing Entity or any 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 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the IssuerIssuing Entity, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (i) default is made in The Issuer covenants that if 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 (5) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payableDefault, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the NotesNoteholders, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note related Interest Rate and 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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, decree and may enforce the same against the Issuer or any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, shall be entitled and empowered, by intervention in such 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and; (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the NotesNoteholders. (g) 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 party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The Issuing Entity covenants that if (i) default an Event of Default specified in Section 5.01(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 (5) Business Days, continuing or (ii) default an Event of Default specified in Section 5.01(ii) has occurred and is made in the payment of the principal of any Note when the same becomes due and payablecontinuing, the Issuer shallIssuing Entity will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note Rate and rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer Issuing Entity or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee may, 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 Noteholders, 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 Issuing Entity or its property or such other obligor or Person, or if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer Issuing Entity or any 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 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the IssuerIssuing Entity, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note Rate and rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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 when the same becomes due and payable, and such default continues for a period of five (5) Business Daysdays, or (ii) default is made in the payment of the principal of any Note when on the same becomes due and payablerelated Final Scheduled Payment Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the NotesNoteholders, the whole amount then due and payable on the such Notes for principal and interest, with interest upon the overdue 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 at the applicable Note Interest Rate and 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law Applicable Law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce 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 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. (d) If 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 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 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 and attorneys, counsel and for all expenses and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7) 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and Trustee, each predecessor Indenture Trustee, Trustee and their respective agents and attorneyscounsel, and all other expenses and amounts due and owing to the Indenture Trustee pursuant to Section 6.76.07. (e) 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 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. (f) 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 Holders of the NotesNoteholders. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The Issuing Entity covenants that if (i) default an Event of Default specified in Section 5.01(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 (5) Business Days, continuing or (ii) default an Event of Default specified in Section 5.01(ii) has occurred and is made in the payment of the principal of any Note when the same becomes due and payablecontinuing, the Issuer shallIssuing Entity will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note Rate and rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer Issuing Entity or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee may, 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 Issuing Entity or its property or such other obligor or Person, or if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer Issuing Entity or any 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 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the IssuerIssuing Entity, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, 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 the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate andupon the overdue principal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes, subject to Section 5.05 hereof. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) 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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred and be 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 by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce 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. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the 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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and; (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) 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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay Subject to the Indenture Trusteeprovisions of Section 3.01 hereof and the following sentence, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If if an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretionwith the prior written consent of the Note Insurer, proceed to protect and enforce its rights and the rights of the Noteholders and the Note Insurer by such appropriate any 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 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. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 the Note Insurer, or 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 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 monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to deficiency upon the claims of indebtedness represented by the Noteholders and of the Indenture Trustee on their behalf; (iv) to file such proofs of claim and other papers or documents as Notes may be necessary sought or advisable in order to have the claims of obtained by the Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 against 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. (f) 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 Trust. The Indenture Trustee shall be brought in its own name as trustee of an express trustentitled to recover the costs and expenses expended by it pursuant to this Article V including reasonable compensation, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation advances of the Indenture Trustee, each predecessor Indenture Trustee and their respective its agents and attorneys, shall be for the ratable benefit of the Holders of the Notescounsel. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (iThe Issuer covenants that if an Event of Default described in Section 5.1(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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payableoccurs, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate interest rate, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest interest, at the applicable Note Rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If In case an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 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 if in case a receiver, assignee or assignee, 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 or regulations, to vote on behalf of the Noteholders Holders of the Notes in any election of a trustee, a standby trustee or any Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian assignee, custodian, sequestrator or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders 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 the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 and 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The Issuer covenants that if (i) default there is made in an Event of Default 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 (5) Business Daysdays, 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, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the such Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note Rate and rate borne by the related 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The Issuing Entity covenants that if (i) default an Event of Default specified in Section 5.01(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 (5) Business Days, continuing or (ii) default an Event of Default specified in Section 5.01(ii) has occurred and is made in the payment of the principal of any Note when the same becomes due and payablecontinuing, the Issuer shallIssuing Entity will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note Rate and rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer Issuing Entity or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 Issuing Entity or its property or such other obligor or Person, or if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer Issuing Entity or any 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 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the IssuerIssuing Entity, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, or (ii) default is made in the payment of the principal of any Note when at the same becomes due and payablerelated Final Scheduled Distribution Date or Redemption Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note Rate rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be continuingthe maturity of the Notes is accelerated, 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, 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 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). (d) If 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 Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.3Section, the Indenture Trustee shall be entitled and empowered, by intervention in such 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any . Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) 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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay Subject to the Indenture Trusteeprovisions of Section 3.01 hereof and the following sentence, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If if an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretionand shall at the written direction of the Holders of Notes representing at least 50% of the Class Note Balance of the Outstanding Notes, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate any 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 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. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 Noteholders, or any Noteholder against the Issuing Entity 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 assets, properties or funds of the Issuing Entity, 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 monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to deficiency upon the claims of indebtedness represented by the Noteholders and of the Indenture Trustee on their behalf; (iv) to file such proofs of claim and other papers or documents as Notes may be necessary sought or advisable in order to have the claims of obtained by the Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 against 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. (f) 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 Issuing Entity. The Indenture Trustee shall be brought in its own name as trustee of an express trustentitled to recover the costs and expenses expended by it pursuant to this Article V including reasonable compensation, and any recovery of judgment, subject to the payment of the expenses, or disbursements and compensation incurred of the Indenture Trustee, each predecessor Indenture Trustee and their respective its agents and attorneys, shall be for counsel from the ratable benefit of the Holders of the NotesTrust Estate. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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 (5) Business Daysdays, 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, 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 the Indenture Trustee, for the benefit of the Holders of the NotesBonds, the whole amount then due and payable on the Notes Bonds for principal and interest, with interest at the applicable Bond Interest Rate upon the overdue principal at the applicable Note Rate andprincipal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes Bonds and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor the Bonds, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 Bondholders, by such appropriate Proceedings Proceedings, as directed in writing by Holders of a majority of the Indenture Trustee shall deem most effective 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 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 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 5.3Section, 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 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders 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 or the Noteholders Holders of Bonds allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such 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 the Noteholderssuch 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the NotesBonds, subject to Section 5.05 hereof. (g) 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 NoteholdersHolders of the Bonds, and it shall not be necessary to make any Noteholder Bondholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (ian Event of Default under Section 5.01(a)(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) Business Days, or (ii) default has occurred and is made in the payment of the principal of any Note when the same becomes due and payablecontinuing, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant subject to Section 6.7. (b) If 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 any other obligor upon the Notes Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor upon the Recovery Bonds, wherever situatedsituated the moneys payable, or the Recovery Bond Collateral and the proceeds thereof, the monies adjudged 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 legally enforceable, upon overdue installments of interest, at the respective rate borne by the 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. (cb) If an Event of Default shall have occurred (other than Event of Default under clause (vii) of Section 5.01) occurs and be 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 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 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. (dc) If there shall be pending, relative to the Issuer 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.35.03, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders 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 or the Noteholders Holders allowed in any judicial proceedings proceeding relative to the Issuer, its creditors and its property; and (v) . and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such Holders 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 the Noteholderssuch 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 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. (fe) 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 Holders of the NotesRecovery Bonds. (gf) 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 NoteholdersHolders of the Recovery Bonds, and it shall not be necessary to make any Noteholder Holder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) 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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred and be 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 by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce 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. (d) 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the 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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and and/or interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note Rate rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee may, in its discretion, and shall at the direction of the majority of the Holders of the 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, shall be entitled and empowered, empowered by intervention in such 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, each predecessor Indenture Trustee, and 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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 (5) Business Daysdays, 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, the Issuer shall, upon demand of the Indenture Trustee, at the direction of the Bond Insurer, so long as no Bond Insurer Default exists, or if a Bond Insurer Default does exist, at the direction of the Holders of a majority of the aggregate Bond Principal Balances of the Bonds, pay to the Indenture Trustee, for the benefit of the Holders of the NotesBonds, the whole amount then due and payable on the Notes Bonds for principal and interest, with interest at the applicable Bond Interest Rate upon the overdue principal at the applicable Note Rate andprincipal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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, and at the direction of the Bond Insurer, so long as no Bond Insurer Default exists, 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 any other obligor upon the Notes Bonds and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor the Bonds, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee Trustee, at the direction of the Bond Insurer, so long as no Bond Insurer Default exists 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 Bondholders and the Bond Insurer, by such appropriate Proceedings as the Indenture Trustee shall deem most effective be directed by the Bond Insurer, so long as no Bond Insurer Default exists, 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any other obligor upon the NotesBonds, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, at the direction of the Bond Insurer, so long as no Bond Insurer Default exists, irrespective of whether the principal of any Notes Bonds 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 5.3Section, 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 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7) and each predecessor Indenture Trustee, except as a result of negligence or bad faith), the Bond Insurer and of the Noteholders Bondholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders Bondholders, the Bond 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 Trustee, the Bond Insurer or the Noteholders Holders of Bonds allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such Bondholders to make payments to the Indenture Trustee Trustee, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholderssuch 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, and their respective agents and attorneys, Trustee and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7Bond Insurer. (e) 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 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. (f) 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 Holders of the NotesBonds, subject to Section 5.05 hereof. (g) In any Proceedings brought by the Indenture Trustee with the consent of the Bond Insurer so long as no Bond Insurer Default exists (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 NoteholdersHolders of the Bonds, and it shall not be necessary to make any Noteholder Bondholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, the Issuer shall, upon demand of the Indenture TrusteeSecurities Administrator, at the direction of the Holders of a majority of the aggregate Note Balance of the Notes, pay to the Indenture TrusteeSecurities Administrator, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate andupon the overdue principal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 the Securities Administrator and its respective agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust EstateTrust, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.3Section, 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 Trustee, the Securities Administrator and each predecessor Indenture TrusteeTrustee and Securities Administrator, and their respective agents agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and Securities Administrator and each predecessor Indenture Trustee and Securities 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee Securities Administrator and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such Noteholders, to pay to the Indenture Trustee and the Securities Administrator such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and the Securities Administrator, each predecessor Indenture Trustee, Trustee and Securities Administrator and their respective agents agents, attorneys and attorneyscounsel, and all other amounts due expenses and owing to liabilities incurred, and all advances made, by the Indenture Trustee pursuant to Section 6.7and the Securities Administrator and each predecessor Indenture Trustee and Securities Administrator. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee or the Securities Administrator 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 Indenture Trustee or the Securities Administrator 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. (f) 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 TrusteeTrustee and the Securities Administrator, each predecessor Indenture Trustee and Securities Administrator and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes, subject to Section 5.05 hereof. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (ian Event of Default under Section 5.01(a)(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) Business Days, or (ii) default has occurred and is made in the payment of the principal of any Note when the same becomes due and payablecontinuing, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant subject to Section 6.7. (b) If 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 any other obligor upon the Notes Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor upon the Recovery Bonds, wherever situatedsituated the moneys payable, or the Recovery Bond Collateral and the proceeds thereof, the monies adjudged 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 legally enforceable, upon overdue installments of interest, at the respective rate borne by the 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. (cb) If an Event of Default shall have occurred (other than Event of Default under clause (vii) of Section 5.01(a)) occurs and be 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 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 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. (dc) If there shall be pending, relative to the Issuer 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.35.03, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders 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 or the Noteholders Holders allowed in any judicial proceedings proceeding relative to the Issuer, its creditors and its property; and (v) , and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such Holders 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 the Noteholderssuch 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 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. (fe) 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 Holders of the NotesRecovery Bonds. (gf) 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 NoteholdersHolders of the Recovery Bonds, and it shall not be necessary to make any Noteholder Holder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (ian Event of Default under Section 5.01(a)(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) Business Days, or (ii) default has occurred and is made in the payment of the principal of any Note when the same becomes due and payablecontinuing, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant subject to Section 6.7. (b) If 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 any other obligor upon the Notes Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor upon the Recovery Bonds, wherever situatedsituated the moneys payable, or the Recovery Bond Collateral and the proceeds thereof, the monies adjudged 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 legally enforceable, upon overdue installments of interest, at the respective rate borne by the 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. (cb) If an Event of Default shall have occurred (other than Event of Default under clause (vii) of Section 5.01) occurs and be 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 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 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. (dc) If there shall be pending, relative to the Issuer 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.35.03, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders 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 or the Noteholders Holders allowed in any judicial proceedings proceeding relative to the Issuer, its creditors and its property; and (v) , and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such Holders 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 the Noteholderssuch 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 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. (fe) 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 Holders of the NotesRecovery Bonds. (gf) 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 NoteholdersHolders of the Recovery Bonds, and it shall not be necessary to make any Noteholder Holder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (i) default The Issuer covenants that if 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 (5) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payablecontinuing, the Issuer shall, upon demand of the Indenture Trustee, at the direction of the Holders of not less than 66-2/3% of the aggregate Note Balances of the Notes, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate andupon the overdue principal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 Noteholders, by such appropriate Proceedings Proceedings, as directed in writing by Holders of at least 66-2/3% of the Indenture Trustee shall deem most effective aggregate Note Balances 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 at least 66-2/3% of the aggregate Note Balances of the Notes, 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes, subject to Section 5.05 hereof. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The Issuer covenants that if (i) default is made in the payment of any interest Current Interest on any Note when the same becomes due and payable, and such default continues for a period of five (5) Business Days[five] days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payablepayable on the applicable Maturity Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture TrusteeTrust Administrator, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note Rate and rate borne by the Notes and, in addition thereto thereto, pay to the Indenture Trustee 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 other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee may, in its discretion, or shall, at the direction of the Holders of Priority Class Notes representing not less than a majority of the Outstanding Balance thereof, 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee Trust Administrator and, in such event or in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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 by it or its agents, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The Issuer covenants that if (i) default is made in the payment of any interest Current Interest on any Note when the same becomes due and payable, and such default continues for a period of five (5) Business Daysdays, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payablepayable on the applicable Maturity Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note Rate and rate 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 counsel, and other such amounts as may be due and owing to the Indenture Trustee pursuant to Section 6.7Swap Counterparty. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee may, in its discretion, or shall, at the direction of the Holders of Priority Class Notes representing not less than a majority of the Outstanding Balance thereof, 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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 by it or its agents, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the NotesNotes and the Swap Counterparty. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, 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 the Indenture TrusteeSecurities Administrator, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Interest Rate andupon the overdue principal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 Principal Balances 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 the Notes, 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee Securities Administrator and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes, subject to Section 5.05 hereof. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The Issuer covenants that if (i) default there is made in an Event of Default 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 (5) Business Daysdays, 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, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the such Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note Rate and rate borne by the related 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 Secured Parties, 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) 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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay Subject to the Indenture Trusteeprovisions of Section 3.01 and the following sentence, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If if an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee shall (at the direction of the Note Insurer) and may, as more particularly provided in Section 5.4, in its discretionwith the prior written consent of the Note Insurer, proceed to protect and enforce its rights and the rights of the Noteholders and the Note Insurer by such appropriate any 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 herein, or to enforce any other proper remedy or legal or equitable right vested in remedy. Any proceedings brought by the Indenture Trustee by this Indenture or by law. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 the Note Insurer or any Noteholder against the Issuer 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 assets, properties or funds of the Issuer, 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 monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to deficiency upon the claims of indebtedness represented by the Noteholders and of the Indenture Trustee on their behalf; (iv) to file such proofs of claim and other papers or documents as Notes may be necessary sought or advisable in order to have the claims of obtained by the Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to Noteholder against the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 . The Indenture Trustee shall be brought in its own name as trustee of an express trustentitled to recover the costs and expenses expended by it pursuant to this Article V including reasonable compensation, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation advances of the Indenture Trustee, each predecessor Indenture Trustee and their respective its agents and attorneys, shall be for the ratable benefit of the Holders of the Notescounsel. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the NotesNoteholders, the whole amount then due and payable on the such Notes for principal and and/or interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note Rate rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture TrusteeTrustee shall at the direction of the Majority Noteholders, in its own name and as trustee of an express trust, may subject to Section 5.06(c) 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 the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee mayshall at the direction of the Majority Noteholders, as more particularly provided in Section 5.45.04 hereof, in its discretionsubject to Section 5.06(c) hereof, 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 the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.35.03, shall be entitled and empowered, empowered by intervention in such 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, each predecessor Indenture Trustee, and 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the NotesNoteholders. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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 (5) Business 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 on the same becomes due and payablerelated Final Scheduled Payment Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the such Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue 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 at the applicable Note Interest Rate and 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 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 if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to Trustee except as a result of the Indenture Trustee pursuant to Section 6.7Trustee’s or each predecessor Indenture Trustee’s negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (ian Event of Default under Section 5.01(a) default or Section 5.01(b) has occurred and is made in the payment of any interest on any Note when the same becomes due and payablecontinuing, and such default continues for a period of five (5) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant subject to Section 6.7. (b) If the Issuer shall fail forthwith to pay such amounts upon such demand10.16, 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 any other obligor upon the Notes Storm Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor upon the Storm Recovery Bonds wherever situated the moneys payable, wherever situatedor the Storm Recovery Collateral and the proceeds thereof, the monies 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. (cb) If an Event of Default shall have occurred (other than Event of Default under Section 5.01(g)) occurs and be 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 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 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. (dc) If there shall be pending, relative to the Issuer 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.35.03, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders 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 or the Noteholders Holders allowed in any judicial proceedings proceeding relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such Holders 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 the Noteholderssuch 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 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. (fe) 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 Holders of the NotesStorm Recovery Bonds. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The 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 (5) Business Daysdays, 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, the Issuer shallIssuing Entity will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest interest, at a rate per annum equal to the applicable 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer Issuing Entity or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer Issuing Entity or any 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 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the IssuerIssuing Entity, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders 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 the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest interest, at the applicable Note Rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If the In case 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings 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 if 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 if there shall be pending in case of any other comparable judicial Proceedings proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to the advances made, by Indenture Trustee pursuant to Section 6.7and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such Proceedingsproceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding proceeding is hereby authorized by each of the such Noteholders 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 the such 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 Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedingsproceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The Issuer covenants that if (i) default an Event of Default specified in Section 5.01(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 (5) Business Days, continuing or (ii) default an Event of Default specified in Section 5.01(ii) has occurred and is made in the payment of the principal of any Note when the same becomes due and payablecontinuing, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note Rate and rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (ba) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (cb) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (dc) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 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. (fe) 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 Holders of the Notes. (gf) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) 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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred and be 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 by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce 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. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the 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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (i) default is made in the payment Issuers fail to pay all amounts due upon an acceleration of any interest on any Note when the same becomes due and payable, Notes under Section 4.02 forthwith upon demand and such default continues for a period of five (5) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 declaration and its agents consequences shall not have been rescinded and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) If the Issuer shall fail forthwith to pay such amounts upon such demandannulled, the Indenture Trustee, in its own name capacity as Indenture Trustee and as trustee of an express trust, may shall, if directed by the Requisite Global Majority (which will have the right, but not the obligation, to direct the Indenture Trustee to cause the foreclosure and sale of the Collateral in the Collateral Pool), 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, decree and may enforce the same against the Issuer Issuers or any other obligor upon the such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or such other obligorCollateral, wherever situated, the monies adjudged or decreed to be payablemay institute and prosecute such non-judicial proceedings in lieu of judicial proceedings as are then permitted by Applicable Law. (cb) If an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretiondiscretion and in any order, proceed to protect and enforce its rights and the rights of the 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 any Mortgage or by lawApplicable Law. (dc) If In case (x) there shall be pending, relative to the Issuer or any other obligor upon the Notes Issuers or any Person having or claiming an ownership interest in the Trust EstateCollateral Pool, Proceedings proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if (y) a receiver, assignee assignee, debtor-in-possession or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or shall have taken possession of the any Issuer or its property or such other obligor or Person, or if (z) there shall be pending any other a comparable judicial Proceedings relative to the proceeding brought by creditors of any Issuer or any other obligor upon affecting the Notes, or to the creditors or property of the Issuer or such other obligorIssuer, the Indenture Trustee, irrespective of whether the principal of or interest on 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 5.3Section, 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 and attorneys, and for reimbursement of all other amounts due reasonable expenses and owing to liabilities incurred, and all advances made, by the Indenture Trustee pursuant to Section 6.7and each predecessor Indenture Trustee, except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee or any predecessor Indenture Trustee, as applicable) and of the Noteholders allowed in such Proceedingsproceedings; (ii) unless prohibited by applicable law and regulationsApplicable Law, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedingsproceedings; (iii) to collect and receive any monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their and its 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 or the Noteholders allowed in any judicial proceedings relative to the any Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding proceeding is hereby authorized by each of the Noteholders 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 the Noteholders, such 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 attorneys, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture TrusteeTrustee except as a result of willful misconduct, and their respective agents and attorneys, and all other amounts due and owing to negligence or bad faith of the Indenture Trustee pursuant to Section 6.7or predecessor Indenture Trustee. (ed) 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 related Noteholder 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. (f) 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 Holders of the Notes. (ge) 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 it shall not be necessary to make any Noteholder a party to any such Proceedingsproceedings. (f) All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its counsel, be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered, subject to the payment priorities of Section 2.11(b).

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, the Issuer shallwill, upon demand of the Indenture Trustee, Trustee [made at the direction of the Securities Insurer,] pay to the Indenture Trustee, for the benefit of the Holders of the NotesNotes [and the Securities Insurer], the whole amount then due and payable on the such Notes for principal and and/or interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note Rate rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies 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.] (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, shall be entitled and empowered[, upon the direction of the Securities Insurer,] by intervention in such 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, each predecessor Indenture Trustee [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 their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders Noteholders[, the Securities 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 Trustee[, the Securities Insurer] or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by [each of of] such Noteholders [and the Noteholders Securities Insurer] 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 the NoteholdersSecurities 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the NotesNotes [and the Securities Insurer]. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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 (5) Business Daysdays, 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, 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 the Indenture Trustee, for the benefit of the Holders of the NotesBonds, the whole amount then due and payable on the Notes Bonds for principal and interest, with interest at the applicable Bond Interest Rate upon the overdue principal at the applicable Note Rate andprincipal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes Bonds and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor the Bonds, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 Bondholders, by such appropriate Proceedings Proceedings, as directed in writing by Holders of a majority of the Indenture Trustee shall deem most effective 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 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 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 5.3Section, 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 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders 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 or the Noteholders Holders of Bonds allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such 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 the Noteholderssuch 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, and their respective agents and attorneys, Trustee and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7Bond Insurer. (e) 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 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. (f) 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 Holders of the NotesBonds, subject to Section 5.05 hereof. (g) 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 NoteholdersHolders of the Bonds, and it shall not be necessary to make any Noteholder Bondholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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 (5) Business 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 on the same becomes due and payablerelated Final Scheduled Payment Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the such Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue 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 at the applicable Note Interest Rate and 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 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 if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to Trustee except as a result of the Indenture Trustee pursuant to Section 6.7Trustee’s or each predecessor Indenture Trustee’s negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (ian Event of Default under Section 5.01(a) default or Section 5.01(b) has occurred and is made in the payment of any interest on any Note when the same becomes due and payablecontinuing, and such default continues for a period of five (5) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant subject to Section 6.7. (b) If the Issuer shall fail forthwith to pay such amounts upon such demand10.16, 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 any other obligor upon the Notes Energy Transition Bonds and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor upon the Energy Transition Bonds wherever situated the moneys payable, wherever situatedor the Collateral and the proceeds thereof, the monies adjudged whole amount then due and payable on the Energy Transition 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 Energy Transition 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. (cb) If an Event of Default shall have occurred (other than an Event of Default under Section 5.01(g)) occurs and be 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 Holders, by such appropriate Proceedings as the Indenture Trustee 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 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 Energy Transition Bonds or applying to a court of competent jurisdiction for sequestration of revenues arising with respect to the Property. (dc) If there shall be pending, relative to the Issuer 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 Energy Transition Bonds 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 5.35.03, 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 Energy Transition 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders 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 or the Noteholders Holders allowed in any judicial proceedings proceeding relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such Holders 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 the Noteholderssuch 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 Energy Transition Bonds or the rights of any 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. (fe) All rights of action and of asserting claims under this Indenture, or under any of the NotesEnergy Transition Bonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Energy Transition 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 Holders of the NotesEnergy Transition Bonds. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (i) default is made in The Issuer covenants that, if 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 (5) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payableDefault, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest interest, at the 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, expenses and disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred and 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (dc) If 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 Trust EstateCollateral, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all other amounts due expenses and owing to liabilities incurred by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders 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 the such 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 by the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 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. (fe) 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 Holders of the Notes. (gf) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (ian Event of Default under Section 5.01(a) default or Section 5.01(b) has occurred and is made in the payment of any interest on any Note when the same becomes due and payablecontinuing, and such default continues for a period of five (5) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant subject to Section 6.7. (b) If the Issuer shall fail forthwith to pay such amounts upon such demand10.16, 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 any other obligor upon the Notes Storm Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor upon the Storm Recovery Bonds wherever situated the moneys payable, wherever situatedor the Storm Recovery Collateral and the proceeds thereof, the monies 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. (cb) If an Event of Default shall have occurred (other than Event of Default under Section 5.01(g)) occurs and be 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 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 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. (dc) If there shall be pending, relative to the Issuer 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.35.03, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders 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 or the Noteholders Holders allowed in any judicial proceedings proceeding relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such Holders 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 the Noteholderssuch 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 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. (fe) 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 Holders of the NotesStorm Recovery Bonds. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) three 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 payablepayable in accordance with Section 2.07(b), the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note Rate rate specified in Section 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes such Notes, and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligor, Notes wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders holders of the Notes and of the Indenture Trustee on their behalf; (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 or the Noteholders holders of the Notes allowed in any judicial 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 holders of the Noteholders Notes 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 holders of the Noteholders, 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 Holder 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. (f) 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 Holders holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder holder of the Notes a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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 (5) Business Daysdays, 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, 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 the Indenture TrusteeTrustee or the Insurer, as applicable, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note Rate rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 any Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, shall be entitled and empowered, empowered by intervention in such 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, each predecessor Indenture Trustee and 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 TrusteeTrustee (except as a result of negligence or bad faith), and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7) 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders and of Noteholders, 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 Trustee, the Insurer or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, 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 the Indenture TrusteeSecurities Administrator, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Interest Rate andupon the overdue principal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor upon the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and each predecessor Indenture Trustee, except as a result of 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee Securities Administrator, and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes. (g) , subject to Section 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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 (5) Business Daysdays, 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 payablepayable (as described in the penultimate paragraph of Section 5.01 hereof), the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Class of Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note Rate rate 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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, 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.3Section, the Indenture Trustee 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 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders Noteholders, 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 or the Noteholders Holders of Notes, the Swap Counteparty or the Holder of the Revolving Liquidity Note allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders 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, the NoteholdersSwap 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the NotesNotes and the Holder of the Revolving Liquidity Note and, incidentally thereto, for the benefit of the Certificateholder. (g) 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 NoteholdersNoteholders and the Holder of the Revolving Liquidity Note, and it shall not be necessary to make any Noteholder or the Holder of the Revolving Liquidity Note a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, the Issuer shall, upon demand of the Indenture TrusteeSecurities Administrator, at the direction of the Holders of a majority of the aggregate Note Balance of the Notes, pay to the Indenture TrusteeSecurities Administrator, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate andupon the overdue principal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 the Securities Administrator and its respective agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust EstateTrust, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.3Section, 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 Trustee, the Securities Administrator and each predecessor Indenture TrusteeTrustee and Securities Administrator, and their respective agents agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and Securities Administrator and each predecessor Indenture Trustee and Securities 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 Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to direct the Securities Administrator to collect and receive any monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee Securities Administrator and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such Noteholders, to pay to the Indenture Trustee and the Securities Administrator such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and the Securities Administrator, each predecessor Indenture Trustee, Trustee and Securities Administrator and their respective agents agents, attorneys and attorneyscounsel, and all other amounts due expenses and owing to liabilities incurred, and all advances made, by the Indenture Trustee pursuant to Section 6.7and the Securities Administrator and each predecessor Indenture Trustee and Securities Administrator. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee or the Securities Administrator 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 Indenture Trustee or the Securities Administrator 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. (f) 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 TrusteeTrustee and the Securities Administrator, each predecessor Indenture Trustee and Securities Administrator and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes, subject to Section 5.05 hereof. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (ian Event of Default under Section 5.01(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) Business Days, or (ii) default has occurred and is made in the payment of the principal of any Note when the same becomes due and payablecontinuing, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant subject to Section 6.7. (b) If 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 any other obligor upon the Notes such Storm Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorStorm Recovery Bonds, wherever situatedsituated the moneys payable, or the related Storm Recovery Bond Collateral and the proceeds thereof, the monies 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. (cb) If an Event of Default shall have occurred (other than Event of Default under clause (vii) of Section 5.01) occurs and be 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 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 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. (dc) If there shall be pending, relative to the Issuer 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.35.04, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders 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 or the Noteholders Holders allowed in any judicial proceedings proceeding relative to the Issuer, its creditors and its property; and (v) . and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such Holders 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 the Noteholderssuch 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 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. (fe) 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 Holders of the NotesStorm Recovery Bonds. (gf) 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 NoteholdersHolders of the Storm Recovery Bonds, and it shall not be necessary to make any Noteholder Holder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) 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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred and be 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 the Insurer by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce 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. (d) 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the 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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the NotesNoteholders, the whole amount then due and payable on the such Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note Interest Rate 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 agents, attorneys and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce 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. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; (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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.of

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (i) 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 (5) Business Daysdays, or (ii) default is made in the payment of the principal of any Note when on the same becomes due and payablerelated Final Scheduled Distribution Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the NotesNoteholders, the entire amount then due and payable on the such Notes for principal and interest, with interest upon the overdue 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 at the applicable Note Interest Rate and 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.76.07. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred and 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 by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 and attorneys, and for all expenses and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7) 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the 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 or the Noteholders allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and Trustee, each predecessor Indenture Trustee, Trustee and their respective agents and attorneys, and all other expenses and amounts due and owing to the Indenture Trustee pursuant to Section 6.76.07. (e) 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 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. (f) 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 Holders of the NotesNoteholders. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, 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 the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate andupon the overdue principal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred and be 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 by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce 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. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; (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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (ian Event of Default under Section 5.01(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) Business Days, or (ii) default has occurred and is made in the payment of the principal of any Note when the same becomes due and payablecontinuing, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant subject to Section 6.7. (b) If the Issuer shall fail forthwith to pay such amounts upon such demand10.19, 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 any other obligor upon the Notes Transition Bonds and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor upon the Transition Bonds, wherever situatedsituated the moneys payable, or the Transition Bond Collateral and the proceeds thereof, the monies adjudged whole amount then due and payable on the Transition 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 Transition 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. (cb) If an Event of Default shall have occurred (other than Event of Default under clause (vii) of Section 5.01) occurs and be 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 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 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 Transition Bond Collateral securing the Transition Bonds or applying to a court of competent jurisdiction for sequestration of revenues arising with respect to the Transition Property. (dc) If there shall be pending, relative to the Issuer 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 Transition Bonds 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 5.35.03, 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 Transition 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders 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 or the Noteholders Holders allowed in any judicial proceedings proceeding relative to the Issuer, its creditors and its property; and (v) . and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such Holders 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 the Noteholderssuch 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 Transition Bonds or the rights of any 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. (fe) All rights of action and of asserting claims under this Indenture, or under any of the NotesTransition Bonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Transition 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 Holders of the NotesTransition Bonds. (gf) 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 NoteholdersHolders of the Transition Bonds, and it shall not be necessary to make any Noteholder Holder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Company covenants that if: (a) 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 (5) Business Days, 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, the Issuer shallCompany will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notessuch Securities of such series and coupons, the whole amount then due and payable on the Notes such Securities and coupons for principal (and interestpremium, if any) and interest and Additional Amounts, with interest upon the any overdue principal at the applicable Note Rate (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 interest or Additional Amounts, if any, at the applicable Note Rate and rate or rates borne by or provided for in 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) counsel. 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 the Notes such 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 other obligorSecurities of such series, wherever situated, the monies adjudged or decreed to be payable. (c) . If an Event of Default shall have occurred with respect to Securities of any series occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by lawremedy. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; (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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If The Issuer covenants that if an Event of Default described in clauses (ie) 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) Business Days, or (iif) default is made in the payment of the principal of any Note when the same becomes due Section 5.02 shall have occurred and payablebe continuing, the Issuer shallwill, upon demand of the Indenture Trustee, immediately pay to the Indenture Trustee, Trustee for the benefit of the Holders of Noteholders the Notes, the whole amount then due and payable on the Notes such Note for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at that payments of such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable interest rate or rates determined pursuant to the Note Rate and Purchase Agreement 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7outside counsel. (b) If the 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 or any other obligor upon the 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 such other obligorNotes, wherever situated, the monies adjudged or decreed to be payablepayable in the manner provided by law. (c) If an Event of Default shall have occurred occurs and be 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 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 herein in 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. (d) If 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 Trust Estate or Receivables Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, now or if 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 the Issuer or its property or such other obligor or Person, or if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligorobligor or Person, the Indenture Trustee, irrespective regardless of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective regardless of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.35.04, shall be entitled and empowered, by intervention in such 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due advances made, by the Indenture Trustee and owing to the each predecessor Indenture Trustee pursuant to Section 6.7this 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 Noteholders, 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 monies or other property payable or deliverable on any such claims claims, and to pay distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; (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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, receiver or liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders 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 the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7this Indenture except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the NotesNotes as provided herein. (g) In any Proceedings brought by the Indenture Trustee (and also except with respect to any Proceedings to which the Indenture Trustee shall be a party (i) involving the interpretation of any provision of this Indenture to which or (ii) brought against the Issuer for the purpose of enforcing the Indenture Trustee shall be a partyTrustee’s rights hereunder, including its right to indemnification), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any such Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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 (5) Business Daysdays, 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, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders holders of the Notes, the whole amount then due and payable on the such Notes for principal and interestinterest (and any Noteholders' Interest Index Carryover), with interest upon the overdue principal at the applicable Note Rate principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest (and any Noteholders' Interest Index Carryover), at the applicable Note Rate rate specified in Section 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 (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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders 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 or the Noteholders holders of the Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such holders of the Noteholders Notes 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 holders of the NoteholdersNotes, 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 Holder 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. (f) 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 Holders holders of the Notes. (g) 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 Noteholdersholders of the Notes, and it shall not be necessary to make any Noteholder holder of the Notes a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) 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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay Subject to the Indenture Trusteeprovisions of Section 3.01 hereof and the following sentence, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If if an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretionand shall at the written direction of the Holders of Notes representing at least 50% of the Class Note Balance of the Outstanding Notes, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate any 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 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. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 Noteholders, or 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 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 monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to deficiency upon the claims of indebtedness represented by the Noteholders and of the Indenture Trustee on their behalf; (iv) to file such proofs of claim and other papers or documents as Notes may be necessary sought or advisable in order to have the claims of obtained by the Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 against 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. (f) 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 Trust. The Indenture Trustee shall be brought in its own name as trustee of an express trustentitled to recover the costs and expenses expended by it pursuant to this Article V including reasonable compensation, and any recovery of judgment, subject to the payment of the expenses, or disbursements and compensation incurred of the Indenture Trustee, each predecessor Indenture Trustee and their respective its agents and attorneys, shall be for counsel from the ratable benefit of the Holders of the NotesTrust Estate. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (i) default is made in the payment 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 (5) Business 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 payableSeries, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant subject to Section 6.7. (b) If 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 any other obligor upon the 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 such other obligor, wherever situated, the monies adjudged or decreed to be payableIndenture Trustee and its agents and counsel. (cb) If an Event of Default shall have occurred (other than Event of Default under clause (viii) of Section 5.01) occurs and be continuingis continuing 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (dc) If there shall be pending, relative to the Issuer 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders Holders and of the Indenture Trustee on their behalf; (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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such Holders 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 the Noteholderssuch 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 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. (fe) 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 Holders of the NotesNotes of such Series. (gf) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder Holder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Trust covenants that if (a) If (i1) default is made in the payment of any interest on any Note when the same such interest becomes due and payable, payable and such default continues for a period of five 30 days, or (5) Business Days, or (ii2) default is made in the payment of the principal of (or premium, if any, on) any Note when at the same becomes due and payableMaturity thereof, the Issuer shallTrust will, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the such Notes, the whole amount then due and payable on the such Notes for principal (and premium, if any) and interest, with interest upon the overdue principal at the applicable Note Rate (and premium, if any) and, to the extent that payment at of such rate of interest shall be legally enforceable, upon overdue installments of interest interest, at the applicable Note Rate and rate borne by the Notes; and, in addition thereto thereto, such further amount as shall be sufficient to cover the costs cost and expenses of collection, including the reasonable reasonable, compensation, expenses, disbursements and advances of the Indenture Trustee and Trustee, its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) counsel. If the Issuer shall fail forthwith Trust fails to pay such amounts amount 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 Trust or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer Trust or such any other obligorobligor upon the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) . If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by lawremedy. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; (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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) 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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred and be 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 by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce 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. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3, 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 Table of Contents (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; (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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (i) default is made in the payment 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 (5) Business 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 payableSeries, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant subject to Section 6.7. (b) If 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 any other obligor upon the Notes and collect in the manner provided by law out of the property Series Collateral and the proceeds thereof, the whole amount then due and payable on the Bonds 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 Bonds 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 such other obligor, wherever situated, the monies adjudged or decreed to be payableIndenture Trustee and its agents and counsel. (cb) If an Event of Default shall have occurred (other than Event of Default under clause (viii) of Section 5.01) occurs and be continuingis continuing 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (dc) If there shall be pending, relative to the Issuer 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 Bonds of any Series 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 5.3Section, 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 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders Holders and of the Indenture Trustee on their behalf; (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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders such Holders 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 the Noteholderssuch 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (ed) 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 Bonds or the rights of any 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. (fe) All rights of action and of asserting claims under this Indenture, or under any of the NotesBonds of any Series, may be enforced by the Indenture Trustee without the possession of any of the Notes Bonds 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 Holders of the NotesBonds of such Series. (gf) 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 NoteholdersHolders of the Bonds, and it shall not be necessary to make any Noteholder Holder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (i) default is made in The Issuer covenants that if 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 (5) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payableDefault, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon on the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon on overdue installments of interest at the applicable Note related Interest Rate and 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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, decree and may enforce the same against the Issuer or any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, shall be entitled and empowered, by intervention in such 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders Noteholders, 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 Trustee, 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 (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders 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 the NoteholdersSwap 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) All rights of action and of asserting claims under this Indenture, or under any of the NotesNotes or the 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 Holders of the NotesNotes and the Swap Counterparty. (g) 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 party), the Indenture Trustee shall be held to represent all the NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If (i) 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 (5) Business Daysdays, or (ii) default is made in the payment of the principal of any Note when on the same becomes due and payablerelated Final Scheduled Distribution Date, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the NotesNoteholders, the entire amount then due and payable on the such Notes for principal and interest, with interest upon the overdue 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 at the applicable Note Interest Rate and 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.76.07. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred and 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 by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 44 each predecessor Indenture Trustee, and their respective agents and attorneys, and for all expenses and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7) 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the 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 or the Noteholders allowed in any judicial proceedings Proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and Trustee, each predecessor Indenture Trustee, Trustee and their respective agents and attorneys, and all other expenses and amounts due and owing to the Indenture Trustee pursuant to Section 6.76.07. (e) 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 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. (f) 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 Holders of the NotesNoteholders. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.. 45

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of the Notes, the whole amount then due and payable on the such Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest interest, at the applicable Note Interest Rate borne by the Notes, 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies moneys adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4SECTION 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies moneys or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders 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 the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of the Notes. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) 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) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay Subject to the Indenture Trusteeprovisions of Section 3.01 hereof and the following sentence, for the benefit of the Holders of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (b) 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 the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed to be payable. (c) If if an Event of Default shall have occurred or an Amortization Event occurs and be is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretionand at the prior written direction of Majority Noteholders and with the prior written consent of the Note Purchaser shall, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate any 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 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. (d) 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 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 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 if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective on behalf of whether the principal Noteholders, or 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 assets, properties or funds of the Trust, other than the Trust Estate relative to the Secured Notes in respect of which such Event of Default or an Amortization Event has occurred. If there is a foreclosure of any such liens, assignments, rights and security interests under this Indenture, by private power of sale or otherwise, no judgment for any deficiency upon the indebtedness represented by the Secured Notes shall then may be due and payable as therein expressed sought or obtained by declaration or otherwise and irrespective of whether the Indenture Trustee or any Noteholder against the Trust; provided, that notwithstanding the foregoing, nothing shall have made any demand pursuant to limit the provisions of this Section 5.3, 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 ability of the Indenture Trustee (including any claim for reasonable compensation to from proceeding against the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; (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 or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 Indenture Trustee to vote Sponsor in respect of the claim of any Noteholder its obligations set forth in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any Section 4.03 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, Sale and any such action or Proceedings instituted by the Servicing Agreement. The Indenture Trustee shall be brought in its own name as trustee of an express trustentitled to recover the costs and expenses expended by it pursuant to this Article V including reasonable compensation, expenses 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 its agents and attorneys, shall be for the ratable benefit of the Holders of the Notescounsel. (g) 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 it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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, any Noteholders' Interest Basis Carryover) on any Note when the same becomes due and payable, and such default continues for a period of five (5) Business Daysdays, 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, the Issuer shallwill, upon demand of the Indenture Trustee, pay to the Indenture Trusteeit, for the benefit of the Holders of Noteholders and the NotesSwap Counterparty, the whole amount then due and payable on the such Notes for principal and interestinterest (and any Noteholders' Interest Basis Carryover), with interest upon the overdue principal at the applicable Note Rate principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest (and any Noteholders' Interest Basis Carryover), at the applicable Note Rate rate specified in Section 2.07 and all amounts due under the Swap Agreement 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 Swap Counterparty and its their respective agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such other obligorNotes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings Proceeding relative to the Issuer or any 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 5.3Section, 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 (including any Noteholders' Interest Basis 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 in any election of a trustee, a standby trustee or Person performing similar functions in any such ProceedingsProceeding; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the Noteholders Noteholders, 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 Trustee, the Swap Counterparty or the Noteholders allowed in any judicial proceedings Proceeding relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders 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 the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7except as a result of negligence or bad faith. (e) 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 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. (f) 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 Holders of Noteholders and the NotesSwap Counterparty. (g) 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 it shall not be necessary to make any Noteholder a party to any such ProceedingsProceeding.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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, payable and such default continues for a period of five (5) Business Daysdays, 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, 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 the Indenture TrusteeSecurities Administrator, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate andupon the overdue principal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 Principal Balances 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 the Notes, 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee Securities Administrator and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes, subject to Section 5.05 hereof. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If 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) Business Daysdays, 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, the Issuer shall, upon demand of the Indenture Trustee, at the direction of the Holders of a majority of the aggregate Note Balances of the Notes, pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable Note Rate andupon the overdue principal, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note 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 and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7counsel. (b) If 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 any other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or such other obligorobligor the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default shall have occurred occurs and be 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 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 Balances 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 herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) If 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 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or other similar law, or if 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 if there shall be pending in case of any other comparable judicial Proceedings relative to the Issuer or any 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 Balances of the Notes, 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 5.3Section, 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 agents, attorneys and attorneyscounsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due and owing to advances made, by the Indenture Trustee pursuant to Section 6.7and 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 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 monies or other property payable or deliverable on any such claims and to pay distribute all amounts received with respect to the claims of the 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 or the Noteholders Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to the such 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, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7. (e) 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 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. (f) 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 Holders of the Notes, subject to Section 5.05 hereof. (g) 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 NoteholdersHolders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.