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) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay to the Indenture Trustee on demand, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 may, and at the direction of the Credit Enhancer shall, institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shall, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit Enhancer, by Proceedings the Indenture Trustee deems most effective to protect and enforce those rights, whether for the specific enforcement of any agreement in this Indenture or in aid of the exercise of any power granted 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) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be held to represent all the Noteholders and the Credit Enhancer, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation of the Indenture Trustee, each predecessor Indenture Trustee, and their agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit Enhancer.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay to the Indenture Trustee on demand, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 may, and at the direction of the Credit Enhancer shall, institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shall, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit EnhancerSecured Parties, by Proceedings the Indenture Trustee deems most effective to protect and enforce those rights, whether for the specific enforcement of any agreement in this Indenture or in aid of the exercise of any power granted 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) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be held to represent all the Noteholders and the Credit EnhancerSecured Parties, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation of the Indenture Trustee, each predecessor Indenture Trustee, and their agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit EnhancerSecured Parties.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay to the Indenture Trustee on demand, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Insured Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 maymay in its discretion with the consent of the Credit Enhancer, and at the direction of the Credit Enhancer shall, institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shall, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit EnhancerSecured Parties, by Proceedings the Indenture Trustee deems most effective to protect and enforce those rights, whether for the specific enforcement of any agreement in this Indenture or in aid of the exercise of any power granted 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) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be held to represent all the Noteholders and the Credit EnhancerSecured Parties, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation of the Indenture Trustee, each predecessor Indenture Trustee, and their agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit EnhancerSecured Parties.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay to the Indenture Trustee on demand, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 maymay in its discretion with the consent of the Credit Enhancer, and at the direction of the Credit Enhancer shall, institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shall, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit Enhancer, by Proceedings the Indenture Trustee deems most effective to protect and enforce those rights, whether for the specific enforcement of any agreement in this Indenture or in aid of the exercise of any power granted 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) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be held to represent all the Noteholders and the Credit Enhancer, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation of the Indenture Trustee, each predecessor Indenture Trustee, and their agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit Enhancer.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if hereby irrevocably and unconditionally appoints the Notes are accelerated Indenture Trustee as the true and lawful attorney-in-fact of the Issuer, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Indenture Trustee as well as in the name, place and stead of the Issuer such acts, things and deeds for or on behalf of and in the name of the Issuer under this Indenture (including specifically under Section 5.4) and under the Basic Documents which the Issuer could or might do or which may be necessary, desirable or convenient in the Indenture Trustee's sole discretion to effect the purposes contemplated hereunder and under the Basic Documents and, without limitation, following the occurrence of an Indenture Event of Default, then acting at the Issuer will pay instruction or with the consent of the Controlling Party or, if both a Class A Insurer Default and a Backup Insurer Default have occurred and are continuing, the Majority Noteholders, in accordance with the terms of Article V hereof, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the Indenture Trustee on demandadministration, for the benefit maintenance or disposition of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counselTrust Property. (b) If Notwithstanding anything to the Issuer fails to pay those amounts immediately on demandcontrary contained in this Indenture (including, without limitation, Sections 5.4(a), 5.12, 5.13 and 5.16), the Indenture Trustee, in its own name prior to the Class A Termination Date, may with the prior written consent of the Controlling Party or, if both a Class A Insurer Default and as trustee of an express trusta Backup Insurer Default have occurred and are continuing, subject to Section 11.16 maythe Majority Noteholders, and or shall, at the direction of the Credit Enhancer shallControlling Party or, institute if both a Proceeding for the collection of the sums due, Class A Insurer Default and may prosecute the Proceeding to final decree, a Backup Insurer Default have occurred and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is are continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04)Majority Noteholders, and thereafter may at the direction of the Credit Enhancer shallits discretion, proceed to protect and enforce its rights and the rights of the Noteholders Class A Noteholders, the Class A Insurer and the Credit Enhancer, Backup Insurer by Proceedings such appropriate proceedings as the Indenture Trustee deems or the Controlling Party (or the Majority Noteholders, if applicable) shall deem most effective to protect and enforce those any such rights, whether for the specific enforcement performance of any covenant or agreement in this Indenture or in aid of the exercise of any power granted in this Indentureherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (dc) In case there shall be pending, relative to the Issuer or any Proceedings brought other obligor upon the Class A Notes or any Person having or claiming an ownership interest in the Trust Property, proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Class A Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Class A Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, at the expense of the Seller by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Class A Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct), the Class A Insurer, the Backup Insurer and of the Class A Noteholders allowed in such proceedings; (ii) unless prohibited by applicable law and also regulations, to vote on behalf of the Holders of Class A Notes in any Proceedings involving election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the interpretation claims of this Indenture to which the Class A Noteholders, the Class A Insurer, the Backup Insurer and the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Class A Insurer, the Backup Insurer or the Holders of Class A Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is a party)hereby authorized by each of such Class A 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 Class A Noteholders, to pay to the Indenture Trustee such amounts as shall be held sufficient to represent all cover reasonable compensation to the Noteholders Indenture Trustee, each predecessor Indenture Trustee and the Credit Enhancertheir respective agents, attorneys and counsel, and it all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence, bad faith or willful misconduct. (d) Nothing herein contained shall not be necessary deemed to make authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Class A Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Class A Notes or the Credit Enhancer rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Class A Noteholder in any such proceeding except, as aforesaid, to vote for the election of a party to the Proceedingstrustee in bankruptcy or similar person. (e) All rights of action and assertion of asserting claims under this Indenture, the Sale and Servicing Agreement, Indenture or under any of the Notes Class A Notes, may be enforced by the Indenture Trustee without the possession of any of the Class A Notes or their the production thereof in any Proceedings regarding them. Any Proceedings 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. Any , and any recovery of judgment, subject to the payment of the expenses, disbursements, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee, Trustee and their respective agents and counselattorneys, shall be for the ratable benefit of the Noteholders Holders of the Class A Notes, the Class A Insurer and the Credit EnhancerBackup Insurer. (f) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture), the Indenture Trustee shall be held to represent all the Holders of the Class A Notes, and it shall not be necessary to make any Class A Noteholder a party to any such proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. Baytex and each of the Guarantors, if any, covenant that if: (a) The Issuer covenants that default is made in the payment of any instalment of interest on any Debt Security when such interest becomes due and payable and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of (or Premium, if any) on any Debt Security at the Notes are accelerated following an Event of DefaultMaturity thereof, then the Issuer Baytex and each Guarantor (if any) will pay to the Indenture Trustee on demand, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the PolicyDebtholders, the whole amount then due and payable on such Debt Securities for principal (and Premium, if any) and interest, and interest on any overdue principal (and Premium, if any) and, to the Notes extent that payment of such interest shall be legally enforceable, upon any overdue instalment of interest, at the rate borne by the Debt Securities, and, in additionaddition thereto, any such further amount needed as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation compensation, expenses, disbursements and expenses advances of the Indenture Trustee and Trustee, its agents and counsel. . If Baytex or any Guarantor (b) If if any), as the Issuer case may be, fails to pay those such amounts immediately on demand, forthwith the Indenture Trustee, in its own name and as trustee Indenture Trustee of an express trust, subject to Section 11.16 may, and at the direction of the Credit Enhancer shall, may institute a Proceeding judicial proceeding for the collection of the sums dueso due and unpaid, and may prosecute the Proceeding such proceeding to judgment or final decree, decree and may enforce the judgment same against the Issuer (Baytex, such Guarantor or any other obligor on upon the Notes) Debt Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer (Baytex, such Guarantor or any other obligor on upon the Notes) Debt Securities, wherever situated, the moneys determined to be payable. (c) . If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shall, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit Enhancer, Debtholders by Proceedings such appropriate judicial proceedings as the Indenture Trustee deems shall deem most effective effectual to protect and enforce those 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 in this Indentureherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by lawremedy. (d) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be held to represent all the Noteholders and the Credit Enhancer, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation of the Indenture Trustee, each predecessor Indenture Trustee, and their agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit Enhancer.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay Subject to the Indenture Trustee on demandprovisions of Section 3.01 and the following sentence, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 may, and at the direction of the Credit Enhancer shall, institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shall, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit Enhancer, Bondholders by any Proceedings the Indenture Trustee deems most effective appropriate to protect and enforce those 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 in this Indentureherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In any remedy. Any Proceedings brought by the Indenture Trustee (on behalf of the Bondholders or any Bondholder against the Issuer shall be limited to the preservation, enforcement and also 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 Proceedings involving assets, properties or funds of the interpretation Issuer, other than the Trust Estate relative to the Bonds in respect of which such Event of Default has occurred. If there is a foreclosure of any such liens, assignments, rights and security interests under this Indenture to which Indenture, by private power of sale or otherwise, no judgment for any deficiency upon the indebtedness represented by the Bonds may be sought or obtained by the Indenture Trustee is a party), or any Bondholder against the Issuer. The Indenture Trustee shall be held entitled to represent all recover the Noteholders costs and the Credit Enhancerexpenses expended by it pursuant to this Article V including reasonable compensation, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, disbursements and compensation advances of the Indenture Trustee, each predecessor Indenture Trustee, and their its agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit Enhancer.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay to the Indenture Trustee on demand, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the PolicyNoteholders, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 may, and at the direction of the Credit Enhancer shall, may institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shall, ) proceed to protect and enforce its rights and the rights of the Noteholders and the Credit EnhancerSecured Parties, by Proceedings the Indenture Trustee deems most effective to protect and enforce those rights, whether for the specific enforcement of any agreement in this Indenture or in aid of the exercise of any power granted 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) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be held to represent all the Noteholders and the Credit EnhancerSecured Parties, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation of the Indenture Trustee, each predecessor Indenture Trustee, and their agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit EnhancerSecured Parties.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the Notes are accelerated following an Event payment of Defaultany interest (including the Interest Remittance Amount) on any Bond when the same becomes due and payable, then and such default continues for a period of five days, or (ii) default is made in the payment of the principal (including the Principal Remittance Amount) of or any installment of the principal of any Bond when the same becomes due and payable, the Issuer will shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee on demandTrustee, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the PolicyHolders of Bonds, the whole amount then due and payable on the Notes andBonds for principal and interest, with interest at the Bond Interest Rate upon the overdue principal, and in addition, any addition thereto such further amount needed as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation compensation, expenses, disbursements and expenses advances of the Indenture Trustee and its agents and counsel. (b) If In case the Issuer fails shall fail forthwith to pay those such amounts immediately on upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to the provisions of Section 11.16 may, and at the direction of the Credit Enhancer shall, 10.16 hereof may institute a Proceeding for the collection of the sums dueso due and unpaid, and may prosecute the such Proceeding to judgment or final decree, and may enforce the judgment same against the Issuer (or other obligor on upon the Notes) Bonds and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) Bonds, wherever situated, the moneys determined monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee Trustee, subject to the provisions of Section 11.16 may 10.16 hereof may, as more particularly provided in Section 5.04 hereof, in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shalldiscretion, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit EnhancerBondholders, by such appropriate Proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce those 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 in this Indentureherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Bonds or any Person having or claiming an ownership interest in the Trust Estate, Proceedings brought under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Bonds, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any 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, 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 Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Bondholders allowed in such Proceedings; (ii) unless prohibited by applicable law and also regulations, to vote on behalf of the Holders of Bonds in any Proceedings involving 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 distribute all amounts received with respect to the interpretation claims of this Indenture to which the 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 Holders of Bonds allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is a party)hereby authorized by each of 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 such Bondholders, to pay to the Indenture Trustee such amounts as shall be held sufficient to represent all cover reasonable compensation to the Noteholders Indenture Trustee, each predecessor Indenture Trustee and the Credit Enhancertheir respective agents, attorneys and counsel, and it shall not be necessary to make any Noteholder all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or the Credit Enhancer a party to the Proceedingsbad 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 Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Bond holder 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 assertion of asserting claims under this Indenture, the Sale and Servicing Agreement, or under any of the Notes Bonds, may be enforced by the Indenture Trustee without the possession of any of the Notes Bonds or their the production thereof in any trial or other Proceedings regarding them. Any 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. Any , and any recovery of judgment, subject to the payment of the expenses, disbursements, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee, Trustee and their respective agents and counselattorneys, shall be for the ratable benefit of the Noteholders Holders of the Bonds, subject to Section 5.05 hereof. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the Credit Enhancerinterpretation 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 Holders of the Bonds, and it shall not be necessary to make any Bondholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay to the Indenture Trustee on demand, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 maymay in its discretion, with the consent of the Credit Enhancer (which consent shall not be unreasonably withheld), and at the direction of the Credit Enhancer shall, institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shall, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit EnhancerSecured Parties, by Proceedings the Indenture Trustee deems most effective to protect and enforce those rights, whether for the specific enforcement of any agreement in this Indenture or in aid of the exercise of any power granted 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) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be held to represent all the Noteholders and the Credit EnhancerSecured Parties, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation of the Indenture Trustee, each predecessor Indenture Trustee, and their agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit EnhancerSecured Parties.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer Issuing Entity covenants that if (i) default is made in the Notes are accelerated following an Event payment of Defaultany interest on any Note when the same becomes due and payable, then and such default continues for a period of five days, or (ii) default is made in the Issuer will payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, the Issuing Entity will, upon demand of the Indenture Trustee [made at the direction of the Securities Insurer,] pay to the Indenture Trustee on demandTrustee, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on Holders of the Notes under [and the PolicySecurities Insurer], the whole amount then due and payable on such Notes for principal and/or interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the rate borne by the Notes and, and in addition, any addition thereto such further amount needed as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation compensation, expenses, disbursements and expenses advances of the Indenture Trustee [and its the Securities Insurer] and their respective agents and counsel. (b) If In case the Issuer fails Issuing Entity shall fail forthwith to pay those such amounts immediately on 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 as trustee of an express trust, subject to Section 11.16 may, is continuing)] and shall at the direction of [the Credit Enhancer shall, Securities Insurer (so long as 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 dueso due and unpaid, and may prosecute the such Proceeding to judgment or final decree, and may enforce the judgment same against the Issuer (Issuing Entity or other obligor on the Notes) upon such Notes and collect in the manner provided by law out of the property of the Issuer (Issuing Entity or other obligor on the upon such Notes) , wherever situated, the moneys determined 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 Issuing Entity or any other obligor of the Notes.] (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04)[shall, and at the direction of the Credit Enhancer shallSecurities 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 5.04 hereof, proceed to protect and enforce its rights and the rights of [the Securities Insurer and] the Noteholders and the Credit Enhancer, by such appropriate Proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce those 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 in this Indentureherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, Proceedings brought under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuing Entity or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the Notes, or to the creditors or property of the 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, 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/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 the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and also regulations, to vote on behalf of the Holders of Notes in any Proceedings involving election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the interpretation claims of this Indenture to which the Noteholders[, the Securities Insurer] and the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee[, the Securities Insurer] or the Holders of Notes allowed in any judicial proceedings relative to the Issuing Entity, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is a party)hereby authorized by [each of] such Noteholders [and the Securities Insurer] to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall be held consent to represent all the making of payments directly to such Noteholders [and the Credit EnhancerSecurities 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 it shall not be necessary to make any Noteholder all other expenses and liabilities incurred and all advances made by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or the Credit Enhancer a party to the Proceedingsbad 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 assertion of asserting claims under this Indenture, the Sale and Servicing Agreement, or under any of the Notes Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or their the production thereof in any trial or other Proceedings regarding them. Any 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. Any , and any recovery of judgment, subject to the payment of the expenses, disbursements, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee, Trustee and their agents respective agents, attorneys and counsel, shall be for the ratable benefit of the Noteholders Holders of the Notes [and the Credit EnhancerSecurities 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) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay to the Indenture Trustee on demand, for the benefit of the Noteholders [or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the Policy], the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 may[, and at the direction of the Credit Enhancer shall, ,] institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion [with the consent of the Credit Enhancer Enhancer] (subject to Section 5.04), [and at the direction of the Credit Enhancer shall, ,] proceed to protect and enforce its rights and the rights of the Noteholders [and the Credit Enhancer, ,] by Proceedings the Indenture Trustee deems most effective to protect and enforce those rights, whether for the specific enforcement of any agreement in this Indenture or in aid of the exercise of any power granted 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) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be held to represent all the Noteholders [and the Credit Enhancer, ,] and it shall not be necessary to make any Noteholder [or the Credit Enhancer Enhancer] a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation of the Indenture Trustee, each predecessor Indenture Trustee, and their agents and counsel, shall be for the ratable benefit of the Noteholders [and the Credit Enhancer].

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay to the Indenture Trustee on demand, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 maymay in its discretion, and at the direction of the Credit Enhancer shall, institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shall, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit EnhancerSecured Parties, by Proceedings the Indenture Trustee deems most effective to protect and enforce those rights, whether for the specific enforcement of any agreement in this Indenture or in aid of the exercise of any power granted 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) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be held to represent all the Noteholders and the Credit EnhancerSecured Parties, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation of the Indenture Trustee, each predecessor Indenture Trustee, and their agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit EnhancerSecured Parties.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay to the Indenture Trustee on demand, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those all amounts immediately on demanddue upon an acceleration of the Notes under Section 5.02 forthwith upon demand and such declaration and its consequences shall not have been rescinded and annulled, the Indenture Trustee, in its own name capacity as Indenture Trustee and as trustee of an express trust, subject to Section 11.16 maymay (with the consent of the Certificate Insurer), and at the direction of the Credit Enhancer shallCertificate Insurer, or if a Certificate Insurer Default is then continuing, Holders representing a majority of the Note Principal Balance of the Outstanding Notes shall institute a Proceeding one or more judicial proceedings for the collection of the sums dueso due and unpaid, and may prosecute the Proceeding such proceedings to judgment or final decree, decree and may enforce the judgment same against the Issuer (or any other obligor on upon the Notes) Notes and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) Collateral, wherever situated, the moneys determined to be payableor may 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 occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04)Trustee, and at the direction of the Credit Enhancer shallCertificate Insurer or, if a Certificate Insurer Default is then continuing, Holders representing a majority of the Note Principal Balance of the Outstanding Notes, shall proceed to protect and enforce its rights and the rights of the Noteholders and by such appropriate proceedings as the Credit EnhancerCertificate Insurer or, by Proceedings if a Certificate Insurer Default is then continuing, Holders representing a majority of the Indenture Trustee deems Note Principal Balance of the Outstanding Notes, shall deem most effective to protect and enforce those 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 in this Indenture, herein or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (c) In case (x) there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Collateral, proceedings under Title 11 of the United States Bankruptcy Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or shall have taken possession of the Issuer or its property or such Person or (z) there shall be pending a comparable judicial proceeding brought by creditors of the Issuer or affecting the property of the Issuer, the Indenture Trustee shall, at the direction of the Certificate Insurer or, if a Certificate Insurer Default is then continuing, Holders representing a majority of the Note Principal Balance of the Outstanding Notes, 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, 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 attorneys, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee) 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 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 Issuer, their creditors and their property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of 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, 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 Trustee except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee or predecessor Indenture Trustee. (d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any 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. (e) In any Proceedings proceedings brought by the Indenture Trustee at the direction of the Certificate Insurer or, if a Certificate Insurer Default is then continuing, Holders representing a majority of the Note Principal Balance of the Outstanding Notes (and also any Proceedings proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee is shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and the Credit EnhancerNoteholders, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedingsany such proceedings. (ef) In the event that the Indenture Trustee following an Event of Default hereunder institutes proceedings to foreclose on the Collateral, the Indenture Trustee shall promptly give a notice to that effect to the Issuer, the Noteholders and the Certificate Insurer. (g) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, Indenture or any of the Notes may be prosecuted and enforced by the Indenture Trustee at the direction of the Certificate Insurer or, if a Certificate Insurer Default is then continuing, Holders representing a majority of the Note Principal Balance of the Outstanding Notes, without the possession of any of the Notes or their the production thereof in any Proceedings regarding them. Any Proceedings proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee at the direction of the Certificate Insurer or, if a Certificate Insurer Default is then continuing, Holders representing a majority of the Note Principal Balance of the Outstanding Notes, shall be brought in its own name as trustee of an express trust. Any , and any recovery of judgmentjudgment shall, subject to after provision for the payment of the reasonable compensation, expenses, disbursements, disbursements and compensation advances of the Indenture Trustee, each predecessor Indenture Trustee, the Certificate Insurer and their agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit Enhancerin respect of which such judgment has been recovered.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if if: (i) default is made in the payment of any installment of interest on any Note when the same becomes due and payable, and such default continues unremedied for a period of five days after receipt by the Servicer of notice thereof from the Credit Enhancer or the Indenture Trustee or receipt by the Servicer and the Indenture Trustee of notice thereof from the Credit Enhancer or the Holders representing an aggregate Percentage Interest of at least 25% of Outstanding Notes are accelerated following (with the consent of the Credit Enhancer); 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, and such default continues unremedied for a period of thirty (30) days after receipt by the Servicer of notice thereof from the Credit Enhancer or the Indenture Trustee or receipt by the Servicer and the Indenture Trustee of notice thereof from the Credit Enhancer or the Holders representing an Event aggregate Percentage Interest of Default, at least 25% of Outstanding Notes (with the consent of the Credit Enhancer); then the Issuer will shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee on demandTrustee, for the ratable benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the PolicyNoteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the Notes andoverdue principal at the rate borne by the Notes, and in addition, any addition thereto such further amount needed as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation compensation, expenses, disbursements and expenses advances of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails shall fail forthwith to pay those such amounts immediately on upon such demand, the Credit Enhancer or the Indenture TrusteeTrustee (with the consent of the Credit Enhancer), in its own name and as trustee of an express trust, subject to Section 11.16 mayshall, and at the direction of the Credit Enhancer shallEnhancer, or may, with the consent of the Credit Enhancer, institute a Proceeding for the collection of the sums dueso due and unpaid, and may prosecute the such Proceeding to judgment or final decree, and may enforce the judgment same against the Issuer (or other obligor on the Notes) upon such Notes and collect in the manner provided by law out of the property of the Issuer (or other obligor on the upon such Notes) , wherever situated, the moneys determined adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion shall, at the direction of the Credit Enhancer, or may, with the consent of the Credit Enhancer (subject to Enhancer, as more particularly provided in Section 5.04)5.4, and at the direction of the Credit Enhancer shallin its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and Indenture Trustee, the Credit Enhancer, and the Noteholders, by such appropriate Proceedings as the Indenture Trustee deems shall deem most effective to protect and enforce those 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 in this Indentureherein, or to enforce any other proper remedy or legal or equitable right vested in the Credit Enhancer or the Indenture Trustee by this Indenture or by law. (d) In Notes or any Person having or claiming an ownership interest in the assets of the Trust, 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 in case of any other comparable judicial Proceedings brought by relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, then the Indenture Trustee (Trustee, irrespective of whether the principal of any Notes shall then be due and also any Proceedings involving the interpretation payable as therein expressed or by declaration or otherwise and irrespective of this Indenture to which the Indenture Trustee is a party), whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be held entitled and empowered to represent all (and shall at the Noteholders direction of the Credit Enhancer), by intervention in such Proceedings or otherwise: (i) 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 or the Credit Enhancer (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee or the Credit Enhancer, and it shall not their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, 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) collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, the Credit Enhancer and of the Indenture Trustee on their behalf; and (iv) 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, the Credit Enhancer or the Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make any Noteholder payments to the Indenture Trustee or the Credit Enhancer a party Enhancer, as applicable, and, if the Indenture Trustee shall consent to the Proceedingsmaking of payments directly to 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 except as a result of negligence or bad faith. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may Nothing herein contained shall be enforced by deemed to authorize the Indenture Trustee without the possession 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 their production 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) Notes or the production thereof in any trial or other Proceedings regarding them. Any relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any , and any recovery of judgment, subject to the payment of the expenses, disbursements, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee, the Credit Enhancer and their respective agents and counselattorneys, shall be for the ratable benefit of the Noteholders Noteholders. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the Credit Enhancerinterpretation 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) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay to the Indenture Trustee on demand, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its the Credit Enhancer and their respective agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 may, and at the direction of the Credit Enhancer shall, institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shall, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit Enhancer, by Proceedings the Indenture Trustee deems most effective to protect and enforce those rights, whether for the specific enforcement of any agreement in this Indenture or in aid of the exercise of any power granted 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) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be held to represent all the Noteholders and the Credit Enhancer, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation of the Indenture Trustee, each predecessor Indenture Trustee, and their agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit Enhancer.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay Subject to the Indenture Trustee on demandprovisions of Section 3.01 hereof and the following sentence, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 may, and at the direction of the Credit Enhancer shall, institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion may, with the prior written consent of the Note Insurer, and shall at the written direction of the Note Insurer or of the Holders of Notes representing at least 50% of the Note Principal Balance of the Outstanding Notes of all of both Classes, with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shallNote Insurer, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit Enhancer, Note Insurer by any Proceedings the Indenture Trustee deems most effective appropriate to protect and enforce those 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 in this Indentureherein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In any remedy. Any Proceedings brought by the Indenture Trustee (Trustee; on behalf of the Noteholders and also the Note Insurer, or any Proceedings involving Noteholder against the interpretation 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 respect of which such Event of Default has occurred. If there is a foreclosure of any such liens, assignments, rights and security interests under this Indenture to which Indenture, by private power of sale or otherwise, no judgment for any deficiency upon the indebtedness represented by the Notes may be sought or obtained by the Indenture Trustee is a party), or any Noteholder against the Issuing Entity. The Indenture Trustee shall be held entitled to represent all recover the Noteholders costs and the Credit Enhancerexpenses expended by it pursuant to this Article V including reasonable compensation, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreementexpenses, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation disbursements incurred of the Indenture Trustee, each predecessor Indenture Trustee, and their its agents and counsel, shall be for counsel from the ratable benefit of the Noteholders and the Credit EnhancerTrust Estate.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if the Notes are accelerated following an Event of Default, then the Issuer will pay to the Indenture Trustee on demand, for the benefit of the Noteholders or the Credit Enhancer if the Credit Enhancer has made a payment on the Insured Notes under the Policy, the whole amount then payable on the Notes and, in addition, any further amount needed to cover the expenses of collection, including the reasonable compensation and expenses of the Indenture Trustee and its agents and counsel. (b) If the Issuer fails to pay those amounts immediately on demand, the Indenture Trustee, in its own name and as trustee of an express trust, subject to Section 11.16 maymay in its discretion with the consent of the Credit Enhancer, and at the direction of the Credit Enhancer shall, institute a Proceeding for the collection of the sums due, and may prosecute the Proceeding to final decree, and may enforce the judgment against the Issuer (or other obligor on the Notes) and collect in the manner provided by law out of the property of the Issuer other than the Group 3 Collateral (or other obligor on the Notes) wherever situated, the moneys determined to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee subject to Section 11.16 may in its discretion with the consent of the Credit Enhancer (subject to Section 5.04), and at the direction of the Credit Enhancer shall, proceed to protect and enforce its rights and the rights of the Noteholders and the Credit EnhancerSecured Parties, by Proceedings the Indenture Trustee deems most effective to protect and enforce those rights, whether for the specific enforcement of any agreement in this Indenture or in aid of the exercise of any power granted 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) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee shall be held to represent all the Noteholders and the Credit EnhancerSecured Parties, and it shall not be necessary to make any Noteholder or the Credit Enhancer a party to the Proceedings. (e) All rights of action and assertion of claims under this Indenture, the Sale and Servicing Agreement, or any of the Notes may be enforced by the Indenture Trustee without the possession of any of the Notes or their production in any Proceedings regarding them. Any Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment, subject to the payment of the expenses, disbursements, and compensation of the Indenture Trustee, each predecessor Indenture Trustee, and their agents and counsel, shall be for the ratable benefit of the Noteholders and the Credit EnhancerSecured Parties.