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. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment If an Event of interest on any Notes when such interest becomes due Default under Section 5.01(a) or Section 5.01(b) has occurred and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payableis continuing, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer willsubject to Section 10.16, upon demand of the Indenture Trustee, pay (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, subject to the allocation limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon the Securitization Bonds and collect in the manner provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit by applicable law out of the Noteholders property of any such Notesthe Issuer or other obligor upon the Securitization Bonds wherever situated the moneys payable, or the Trust Estate and the proceeds thereof, the whole amount then due and payable on any such Notes the Securitization Bonds for principal principal, premium, if any, and interest, with interest, to the extent that payment of such interest will be legally enforceable, 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 Default Rate applicable to respective rate borne by the Note Balance thereof, unless otherwise specified in Securitization Bonds or the applicable Indenture Supplement, tranche and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bankits agents and counsel. (b) If an Event of Default (other than an Event of Default under Section 5.01(g)) occurs and is continuing, N.A. the Indenture Trustee shall, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Holders, by such appropriate Proceedings as the Indenture Trustee (subject to Section 5.11)shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by applicable law, including foreclosing or otherwise enforcing the Lien of the Trust Estate or applying to the Indiana Commission or a court of competent jurisdiction for sequestration of revenues arising with respect to the Securitization Property. (c) If an Event of Default under Section 5.01(e) or Section 5.01(f) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any Securitization 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 5.03, shall be entitled and empowered, by intervention in any Proceedings related to such Event of its capacities)Default or otherwise: (i) to file and prove a claim or claims for the whole amount of principal, their agents premium, if any, and counsel interest owing and all unpaid in respect of the Securitization Bonds and to file such other amounts due 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 Xxxxx Fargo Bankeach predecessor Indenture Trustee, N.A. (in and their respective agents, attorneys and counsel, and for reimbursement of all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demandexpenses and liabilities incurred, and all advances made, by the Indenture Trustee mayand each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Holders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders in any election of a trustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Holders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders allowed in any Proceeding relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securitization Bonds or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (e) All rights of action and of asserting claims under this Indenture, or under any of the Securitization Bonds, may be enforced by the Indenture Trustee without the possession of any of the Securitization Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name and as trustee of an express trust, institute a judicial proceeding 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 collection ratable benefit of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this IndentureHolders.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series or Class of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) 35 days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal Stated Principal Amount of any Series or Class of Notes on the Stated Legal Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such NotesNotes of the affected Series or Class, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the Default Rate rate of interest applicable to the Note Balance Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo BankTrustee, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.58.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series or Class and collect the money adjudged or decreed to be payable in the manner provided by law and this Indentureout of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment If an Event of interest on any Notes when such interest becomes due Default under Section 5.01(i) or (ii) has occurred and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payableis continuing, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer willsubject to Section 10.19, upon demand of the Indenture Trustee, pay (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, subject to the allocation limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon the System Restoration Bonds and collect in the manner provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit by law out of the Noteholders property of any such Notesthe Issuer or other obligor upon the System Restoration Bonds, wherever situated the moneys payable, or the System Restoration Bond Collateral and the proceeds thereof, the whole amount then due and payable on any such Notes the System Restoration Bonds for principal principal, premium, if any, and interest, with interest, to the extent that payment of such interest will be legally enforceable, 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 Default Rate applicable to respective rate borne by the Note Balance thereof, unless otherwise specified in System Restoration Bonds or the applicable Indenture Supplement, Tranche and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bankits agents and counsel. (b) If an Event of Default (other than Event of Default under clause (vii) of Section 5.01) occurs and is continuing, N.A. the Indenture Trustee shall, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Holders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by law, including foreclosing or otherwise enforcing the Lien of the System Restoration Bond Collateral securing the System Restoration Bonds or applying to a court of competent jurisdiction for sequestration of revenues arising with respect to the Transition Property. (c) If an Event of Default under Section 5.01(v) or (vi) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any System Restoration 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 5.03, shall be entitled and empowered, by intervention in any Proceedings related to such Event of its capacities)Default or otherwise: (i) to file and prove a claim or claims for the whole amount of principal, their agents premium, if any, and counsel interest owing and all unpaid in respect of the System Restoration Bonds and to file such other amounts due 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 Xxxxx Fargo Bankeach predecessor Indenture Trustee, N.A. (in and their respective agents, attorneys and counsel, and for reimbursement of all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demandexpenses and liabilities incurred, and all advances made, by the Indenture Trustee mayand each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Holders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders in any election of a trustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Holders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders allowed in any judicial proceeding relative to the Issuer, its creditors and its property. and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the System Restoration Bonds or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (e) All rights of action and of asserting claims under this Indenture, or under any of the System Restoration Bonds, may be enforced by the Indenture Trustee without the possession of any of the System Restoration Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name and as trustee of an express trust, institute a judicial proceeding 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 collection ratable benefit of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and Holders of the System Restoration Bonds. (f) In any Proceedings brought by the Indenture Trustee may enforce (and also any Proceedings involving the same against interpretation of any provision of this Indenture to which the Issuer or Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the System Restoration Bonds, and it shall not be necessary to make any other obligor upon the Notes and collect the money adjudged or decreed Holder a party to be payable in the manner provided by law and this Indentureany such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, , (b) the Issuer defaults in the payment of any Target Amortization Amounts when due and payable in accordance with the terms of the Indenture and the related Indenture Supplement; or (bc) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. Deutsche Bank (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment If an Event of interest on any Notes when such interest becomes due Default under Section 5.01(a) or Section 5.01(b) has occurred and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payableis continuing, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer willsubject to Section 10.18, upon demand of the Indenture Trustee, pay (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, subject to the allocation limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon the Environmental Trust Bonds and collect in the manner provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit by law out of the Noteholders property of any such Notesthe Issuer or other obligor upon the Environmental Trust Bonds, wherever situated the moneys payable, or the Environmental Trust Bond Collateral and the proceeds thereof, the whole amount then due and payable on any such Notes the Environmental Trust Bonds for principal principal, premium, if any, and interest, with interest, to the extent that payment of such interest will be legally enforceable, 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 Default Rate applicable to respective rate borne by the Note Balance thereof, unless otherwise specified in Environmental Trust Bonds or the applicable Indenture Supplement, Tranche and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bankits agents and external counsel. (b) If an Event of Default (other than an Event of Default under Section 5.01(g)) occurs and is continuing, N.A. the Indenture Trustee shall, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Holders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by law, including foreclosing or otherwise enforcing the Lien of the Environmental Trust Bond Collateral securing the Environmental Trust Bonds or applying to a court of competent jurisdiction for sequestration of revenues arising with respect to the Environmental Control Property. (c) If an Event of Default under Section 5.01(e) or Section 5.01(f) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any Environmental Trust 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 5.03, shall be entitled and empowered, by intervention in any Proceedings related to such Event of its capacities)Default or otherwise: (i) to file and prove a claim or claims for the whole amount of principal, their agents premium, if any, and counsel interest owing and all unpaid in respect of the Environmental Trust Bonds and to file such other amounts due 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 Xxxxx Fargo Bankeach predecessor Indenture Trustee, N.A. (in and their respective agents, attorneys and counsel, and for reimbursement of all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demandexpenses and liabilities incurred, and all advances made, by the Indenture Trustee mayand each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Holders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders in any election of a trustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Holders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders allowed in any judicial proceeding relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Environmental Trust Bonds or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (e) All rights of action and of asserting claims under this Indenture, or under any of the Environmental Trust Bonds, may be enforced by the Indenture Trustee without the possession of any of the Environmental Trust Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name and as trustee of an express trust, institute a judicial proceeding 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 collection ratable benefit of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and Holders of the Environmental Trust Bonds. (f) In any Proceedings brought by the Indenture Trustee may enforce (and also any Proceedings involving the same against interpretation of any provision of this Indenture to which the Issuer or Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Environmental Trust Bonds, and it shall not be necessary to make any other obligor upon the Notes and collect the money adjudged or decreed Holder a party to be payable in the manner provided by law and this Indentureany such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest on any Notes Bond when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days, or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults default is made in the payment of the principal of or any Series or Class installment of Notes on the Stated Maturity Date thereof; then principal of any Bond when the same becomes due and payable, the Issuer willshall, 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 (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such NotesBonds, the whole amount then due and payable on any such Notes the Bonds for principal and interest, with interest, to interest at the extent that payment of such interest will be legally enforceable, applicable Bond Interest Rate upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplementprincipal, and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.16 hereof may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes Bonds and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or other obligor the Bonds, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee, subject to the provisions of Section 10.16 hereof may, as more particularly provided in Section 5.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Bondholders, by such appropriate Proceedings, as directed in writing by the Holders of a majority of the aggregate Bond Principal Balances of the Bonds, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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 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, as directed in writing by the Holders of a majority of the aggregate Bond Principal Balances of the Bonds, irrespective of whether the principal of any 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 regulations, to vote on behalf of the 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 distribute all amounts received with respect to the claims of 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 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 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 all amounts due to the Bond 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 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 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 Bonds, may be enforced by the Indenture Trustee without the possession of any of the Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the 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 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 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. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(24.5(b)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment If an Event of interest on any Notes when such interest becomes due Default under Section 5.01(a) or Section 5.01(b) has occurred and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payableis continuing, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer willsubject to Section 10.16, upon demand of the Indenture Trustee, pay (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, subject to the allocation limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon the Storm Recovery Bonds and collect in the manner provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit by applicable law out of the Noteholders property of any such Notesthe Issuer or other obligor upon the Storm Recovery Bonds wherever situated the moneys payable, or the Trust Estate and the proceeds thereof, the whole amount then due and payable on any such Notes the Storm Recovery Bonds for principal principal, premium, if any, and interest, with interest, to the extent that payment of such interest will be legally enforceable, 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 Default Rate applicable to respective rate borne by the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement, Storm Recovery Bonds and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bankits agents and counsel. (b) If an Event of Default (other than an Event of Default under Section 5.01(g)) occurs and is continuing, N.A. the Indenture Trustee shall, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Holders, by such appropriate Proceedings as the Indenture Trustee (subject to Section 5.11) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by applicable law, including foreclosing or otherwise enforcing the Lien of the Trust Estate or applying to the Louisiana Commission or a court of competent jurisdiction for sequestration of revenues arising with respect to the Storm Recovery Property. (c) If an Event of Default under Section 5.01(e) or Section 5.01(f) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any 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 5.03, shall be entitled and empowered, by intervention in any Proceedings related to such Event of its capacities)Default or otherwise: (i) to file and prove a claim or claims for the whole amount of principal, their agents premium, if any, and counsel interest owing and all unpaid in respect of the Storm Recovery Bonds and to file such other amounts due 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 Xxxxx Fargo Bankeach predecessor Indenture Trustee, N.A. (in and their respective agents, attorneys and counsel, and for reimbursement of all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demandexpenses and liabilities incurred, and all advances made, by the Indenture Trustee mayand each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Holders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders in any election of a trustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Holders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders allowed in any Proceeding relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the 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 Holder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (e) All rights of action and of asserting claims under this Indenture, or under any of the Storm Recovery Bonds, may be enforced by the Indenture Trustee without the possession of any of the Storm Recovery Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name and as trustee of an express trust, institute a judicial proceeding 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 collection ratable benefit of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and Holders. (f) If any Proceedings brought by the Indenture Trustee may enforce (and also any Proceedings involving the same against interpretation of any provision of this Indenture to which the Issuer or Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Storm Recovery Bonds, and it shall not be necessary to make any other obligor upon the Notes and collect the money adjudged or decreed Holder a party to be payable in the manner provided by law and this Indentureany such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest on any Notes Bond when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days, or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults default is made in the payment of the principal of or any Series or Class installment of Notes on the Stated Maturity Date thereof; then principal of any Bond when the same becomes due and payable, the Issuer willshall, 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 (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such NotesBonds, the whole amount then due and payable on any such Notes the Bonds for principal and interest, with interest, to interest at the extent that payment of such interest will be legally enforceable, applicable Bond Interest Rate upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplementprincipal, and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.16 hereof may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes Bonds and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or other obligor the Bonds, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee, subject to the provisions of Section 10.16 hereof may, as more particularly provided in Section 5.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Bondholders by such appropriate Proceedings as the Indenture Trustee shall protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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 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 regulations, to vote on behalf of the 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 distribute all amounts received with respect to the claims of 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 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 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. (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 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 Bonds, may be enforced by the Indenture Trustee without the possession of any of the Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the 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 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 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: if (ai) the Issuer defaults default is made in the payment of any interest on any Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five (355) days following the date on which such interest became due and payableBusiness Days, or or (bii) the Issuer defaults default is made in the payment of the principal of any Series or Class of Notes on Note when the Stated Maturity Date thereof; then same becomes due and payable, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Noteholders of any such NotesHolders, the whole amount then due and payable on any such the Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplementprincipal, and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, with the consent of the Majority Holders and subject to the provisions of Section 10.17 may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law out of the Indenture Collateral, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Holders and by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes, to the Guarantor upon the Guaranty or any Person having or claiming an ownership interest in the Indenture Collateral, 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 the Guarantor or their respective property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, to the Guarantor upon the Guaranty 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 5.03, 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 or the Guaranty, as applicable, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable 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 Holders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the 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 Holders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and (v) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (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 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 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 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 Holders of the Notes, and it shall not be necessary to make any Holder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series or Class of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof this Article VIII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereoftogether with any Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo BankTrustee, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, , (b) the Issuer defaults in the payment of any Target Amortization Amounts when due and payable in accordance with the terms of the Indenture and the related Indenture Supplement; or (bc) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest on any Notes Bond when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days, or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults default is made in the payment of the principal of or any Series or Class installment of Notes on the Stated Maturity Date thereof; then principal of any Bond when the same becomes due and payable, the Issuer willshall, 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 (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such NotesBonds, the whole amount then due and payable on any such Notes the Bonds for principal and interest, with interest, to interest at the extent that payment of such interest will be legally enforceable, applicable Bond Interest Rate upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplementprincipal, and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.16 hereof may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes Bonds and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or other obligor the Bonds, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee, subject to the provisions of Section 10.16 hereof may, and shall as directed in writing by the Holders of a majority of the aggregate Bond Principal Balances of the Bonds, as more particularly provided in Section 5.04 hereof, proceed to protect and enforce its rights and the rights of the Bondholders by such appropriate Proceedings to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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 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 regulations, to vote on behalf of the 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 distribute all amounts received with respect to the claims of 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 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 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. (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 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 Bonds, may be enforced by the Indenture Trustee without the possession of any of the Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the 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 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 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. The Issuer covenants that if: (a) the Issuer defaults default is made in the payment of interest any installment of interest, if any, on any Series 2004-2 Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, 5 days; or (b) the Issuer defaults default is made in the payment of the principal of (and premium, if any, on) any Series or Class of 2004-2 Notes on the Stated Maturity Date thereof; at its Maturity, then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such NotesRegistered Owners, the whole amount then due and payable on any such Series 2004-2 Notes for principal (and premium, if any) and interest, with interestinterest upon any overdue principal (and premium, if any) and, to the extent that payment of such interest will shall be legally enforceable, upon the overdue principal and upon any overdue installments of interest, if any, at the Default Rate applicable to the Note Balance thereofrate or rates borne by or provided for in such Series 2004-2 Notes, unless otherwise specified in the applicable Indenture Supplementand, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the such Series 2004-2 Notes of such Class and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon such Series 2004-2 Notes, wherever situated. If an Event of Default with respect to the Series 2004-2 Notes occurs and is continuing, the Indenture Trustee may, after being indemnified to its satisfaction and in its discretion, proceed to protect and enforce its rights and the rights of the Registered Owners of Series 2004-2 Notes by such appropriate judicial proceedings as the Indenture Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this IndentureIndenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) Subject to the provisions of Section 3.01 and the following sentence, if an Event of Default occurs and is continuing, the Indenture Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Bondholders and the Bond Insurer by any Proceedings the Indenture Trustee deems appropriate to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or enforce any other proper remedy. Any proceedings brought by the Indenture Trustee on behalf of the Bondholders or any Bondholder against the Issuer defaults 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 Bonds in the payment respect of interest on any Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment Event of the principal Default has occurred. If there is a foreclosure of any Series such liens, assignments, rights and security interests under this Indenture, by private power of sale or Class of Notes on otherwise, no judgment for any deficiency upon the Stated Maturity Date thereof; then indebtedness represented by the Issuer willBonds may be sought or obtained by the Indenture Trustee or any Bondholder against the Issuer. The Indenture Trustee shall be entitled to recover the costs and expenses expended by it pursuant to this Section 5.03 including reasonable compensation, upon demand expenses, disburse advances of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenturecounsel.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of interest the Class A Interest Remittance Amount on any Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days, or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults default is made in the payment of the principal Class A Principal Remittance Amount of or any Series or installment of the Class of Notes A Principal Remittance Amount on any Note when the Stated Maturity Date thereof; then same becomes due and payable, the Issuer willshall, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such NotesNotes and the Note Insurer, the whole amount then due and payable on any such the Notes for in respect of principal and interest, with interest, to interest at the extent that payment of such interest will be legally enforceable, Note Interest Rate upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplementprincipal, and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.16 hereof may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee, subject to the provisions of Section 10.16 hereof may, as more particularly provided in Section 5.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and the Note Insurer, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable any Person having or claiming an ownership interest in the manner provided Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith), the Note Insurer and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the 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 distribute all amounts received with respect to the claims of the Noteholders, the Note Insurer and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Note Insurer 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 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 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, and all amounts due to the Note 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 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 and the Note 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 Holders 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. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series or Class of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof this Article VIII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo BankTrustee, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any series or class of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series series or Class class of Notes on at the Stated Legal Maturity Date thereof; then , and any such default continues beyond any specified grace period provided with respect to such series or class of Notes, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof Article V, this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such NotesNotes of the affected series or class, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the Default Rate rate of interest applicable to the Note Balance stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo BankTrustee, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5807. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such series or class and collect the money adjudged or decreed to be payable in the manner provided by law and this Indentureout of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series or Class of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then 119 the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof this Article VIII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo BankTrustee, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) If an Issuer Event of Default has occurred and is continuing and the Issuer defaults in the payment of interest on any Notes when such interest becomes Bonds have been declared due and payable pursuant to Section 5.02 and such default continues for a period declaration of thirty-five (35) days following the date on which such interest became due acceleration has not been rescinded and payableannulled, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, shall pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture TrusteeTrustee upon demand, for the benefit of the Noteholders Bondholders, but only from the Trust Estate, (i) the entire aggregate unpaid Bond Principal Amount of any such Notes, Bonds (other than the whole amount Class S and Class X Bonds) then due and payable payable, (ii) all accrued and unpaid interest with respect to such Bonds (other than the Class S, Class X and Class H Bonds) through the end of the Interest Accrual Period for the next succeeding Payment Date (including interest on any such Notes for principal and unpaid interest, with interestunpaid LIBOR Deficiency Amounts and unpaid interest on unpaid LIBOR Deficiency Amounts, but only to the extent that payment of such interest will on unpaid interest or LIBOR Deficiency Amounts, as applicable, shall be legally enforceable), upon (iii) with respect to the overdue principal Class S Bonds, any unpaid Class S Shortfalls, with interest on such unpaid Class S Shortfalls at the Class S Rate (to the extent permitted by applicable Law) through the end of the Interest Accrual Period for the next succeeding Payment Date and upon overdue installments of interestthe Class S Early Termination Amount, (iv) with respect to the Class X Bonds, any unpaid Class X Shortfalls with interest on such unpaid Class X Shortfalls, at the Default Class X Rate applicable (to the Note Balance thereof, unless otherwise specified in extent permitted by applicable Law) through the applicable Indenture Supplementend of the Interest Accrual Period for the next succeeding Payment Date and the Class X Early Termination Amount, and (v) in addition thereto, will pay all Administrative Expenses and Additional Expenses with respect to such Bonds then remaining unpaid, together with such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee Trustee, any other Paying Agent, and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel counsel. Until such demand is made by the Indenture Trustee, the Issuer may pay the principal of and all other amounts due interest on the Bonds to the Indenture Trustee and Xxxxx Fargo Bank, N.A. registered Holders thereof in accordance with Section 2.07. (in all its capacitiesb) under Section 4.5. If the Issuer fails to pay such all amounts due upon an acceleration of the Bonds under Section 5.02 forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name capacity as Indenture Trustee and as trustee of an express trust, may institute a judicial proceeding any Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, decree and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes such Bonds and collect the money monies adjudged or decreed to be payable in the manner provided by law Law out of the Trust Estate or, subject to Section 2.07(f), out of the property, wherever situated, of the Issuer or any such other obligor upon such Bonds. (c) If an Issuer Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Bondholders by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein 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 (i) there shall be pending, relative to the Issuer or any other Person having or claiming an ownership interest in the Trust Estate or obligated to make payments on the Bonds, Proceedings under the Bankruptcy Code or any other applicable Federal or state bankruptcy, insolvency or other similar Law, (ii) 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 other Person or (iii) there shall be pending a comparable judicial Proceeding brought by creditors of the Issuer or affecting the property of the Issuer, then the Indenture Trustee, irrespective of whether the principal of or interest on any Bonds shall then be due and payable as provided therein or by declaration of acceleration or otherwise, and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims on behalf of the Bondholders of any affected Bonds for the whole amount of principal and interest owing and unpaid in respect of such 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 willful misconduct, negligence or bad faith) and of the Bondholders allowed in such Proceedings; (ii) unless prohibited by applicable Law and regulations, to vote on behalf of the Bondholders of any affected Bonds in any election of a trustee in bankruptcy or any other 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 in accordance with the terms of this Indenture all amounts received with respect to the claims of the Bondholders of any affected Bonds 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 Bondholders of any affected 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 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 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 willful misconduct, negligence or bad faith of the Indenture Trustee or predecessor Indenture Trustee. (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 any Bonds or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any 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 claims under this Indenture or any of the Bonds may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Bonds 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, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, shall be for the ratable benefit of the Bondholders in respect of which such judgment has been recovered. (g) 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 Bondholders of each affected Bond, 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. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such payable, which default continues for a period of thirty-five two (352) days Business Days following written notice from the date on which Indenture Trustee of such interest became due and payable, default; or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then then: the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. the bank serving as Indenture Trustee (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Base Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of interest the Class A Interest Remittance Amount on any Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days, or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults default is made in the payment of the principal Class A Principal Remittance Amount of or any Series or installment of the Class of Notes A Principal Remittance Amount on any Note when the Stated Maturity Date thereof; then same becomes due and payable, the Issuer willshall, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such NotesNotes and the Note Insurer, the whole amount then due and payable on any such the Notes for in respect of principal and interest, with interest, to interest at the extent that payment of such interest will be legally enforceable, Note Interest Rate upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplementprincipal, and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.16 hereof may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee, subject to the provisions of Section 10.16 hereof may, as more particularly provided in Section 5.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders and the Note Insurer, by such appropriate Proceedings as the Indenture Trustee and the Note Insurer shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable any Person having or claiming an ownership interest in the manner provided Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith), the Note Insurer and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the 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 distribute all amounts received with respect to the claims of the Noteholders, the Note Insurer and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Note Insurer 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 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 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, and all amounts due to the Note 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 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 and the Note 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 Holders 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. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series or Class of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof this Article VIII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo BankTrustee, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest (including, subject to the limitations of Sections 2.07(c) and 8.02(c), any unpaid related Noteholders' Interest Index Carryover on each Class of Notes other than the Class II-[ ] Notes) on any Notes Group I or Group II Note, as applicable, when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five three Business Days, or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults default is made in the payment of the principal of or any Series or installment of the principal on the related Final Maturity Date of a Class of Group I or Group II Notes on (other than the Stated Maturity Date thereof; then Class II-[ ] Notes), as applicable, when the same becomes due and payable in accordance with Section 2.07(b), the Issuer will, upon demand of the Indenture TrusteeTrustee or, with respect to the Group II Insured Notes only, the Securities Insurer if the Securities Insurer has made an Insured Payment under the Group II Insured Notes Guaranty Insurance Policy, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders holders of any such the Group I or Group II Notes, as the case may be, or the Securities Insurer, if applicable, the whole amount then due and payable on any such Notes Group I or Group II Notes, or amounts owed to the Securities Insurer, as applicable, for principal and interestinterest (and any unpaid related Noteholders' Interest Index Carryover on each Class of Group II Notes other than the Class II-[ ] Notes) or amounts owed pursuant to the Insurance Agreement, as applicable, with interestinterest upon the overdue principal, and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, interest (and any unpaid related Noteholders' Interest Index Carryover on each Class of Notes other than the Class II-[ ] Notes) at the Default Rate applicable to the Note Balance thereof, unless otherwise rate specified in the applicable Indenture Supplement, Section 2.07 and in addition thereto, will pay thereto such further amount as will 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 Securities Insurer, if applicable, and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may (with respect to the Group II Insured Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless the Class II-[ ] Notes and Class II-[ ] Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then the Group II Controlling Parties, representing not less than a majority of the Outstanding Amount of the Group II Notes), institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and enforce the same against the Issuer or other obligor upon such Group I or Group II Notes, as applicable, and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Group I or Group II Notes, as applicable, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless the Class II-[ ] Notes and Class II-[ ] Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then the Group II Controlling Parties, representing not less than a majority of the Outstanding Amount of the Group II Notes), as more particularly provided in Section 5.04, proceed to protect and enforce its rights, the same against rights of the holders of the Group I or Group II Notes, as applicable, and the rights of the Securities Insurer by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Group I or Group II Notes, as applicable, or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Group I or Group II Notes, as applicable, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Group I or Group II Notes, as applicable, 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 (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless the Class II-[ ] Notes and Class II-[ ] Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then the Group II Controlling Parties, representing not less than a majority of the Outstanding Amount of the Group II Notes), be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal of and interest on each Class of Notes other than the Class II-[ ] Notes (including any unpaid related Noteholders' Interest Index Carryover with respect to each Class of Notes other than the Class II-[ ] Notes), and interest on the Class II-[ ] Notes owing and unpaid in respect of the Group I or Group II Notes, as applicable, 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) the holders of the Group I or Group II Notes, as applicable, and of the Securities Insurer allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Group I or Group II Notes, as applicable, in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the money adjudged claims of the holders of the Group I or decreed Group II Notes, as applicable, the Securities Insurer, if applicable, 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 payable necessary or advisable in order to have the claims of the Indenture Trustee or the holders of the Group I or Group II Notes, as the case may be, 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 holders of the Group I or Group II Notes, as the case may be, to make payments to the Indenture Trustee, and, in the manner provided event that the Indenture Trustee shall consent to the making of payments directly to such holders of the Group I or Group II Notes, as applicable, 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 law the Indenture Trustee and each predecessor Indenture Trustee 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 holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, any plan of reorganization, arrangement, adjustment or composition affecting the Group I or Group II Notes, as applicable, or the rights of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, thereof or to authorize the Indenture Trustee to vote in respect of the claim of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, 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 Group I or Group II Notes, as applicable, may be enforced by the Indenture Trustee without the possession of any of the Group I or Group II Notes, as applicable, 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 Group I or Group II Notes, as applicable. (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 holders of the Group I or Group II Notes, as applicable, and it shall not be necessary to make any holder of the Group I or Group II Notes, as applicable, a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest on any Notes Senior Note when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days, or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults default is made in the payment of the principal of or any Series or Class installment of Notes on the Stated Maturity Date thereof; then principal of any Senior Note when the same becomes due and payable, the Issuer willshall, upon demand of the Indenture Trustee, acting at the direction of the Holders of a majority of the aggregate Note Principal Balance of the Senior Notes, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture TrusteeSecurities Administrator, for the benefit of the Noteholders Holders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to interest at the extent that payment of such interest will be legally enforceable, applicable Note Interest Rate upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplementprincipal, and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.15 hereof, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee, subject to the provisions of Section 10.15 hereof, may, as more particularly provided in Section 5.04 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 aggregate Note Principal Balances of each Class of Senior Notes, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable any Person having or claiming an ownership interest in the manner provided Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, as directed in writing by Holders of a majority of the aggregate Note Principal Balance of each Class of Senior 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, 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 Senior 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, 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 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 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 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 payments to the Securities Administrator, 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 agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee. (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, 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 Holders 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. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(24.5(b)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. The Bank of New York Mellon (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. The Bank of New York Mellon (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series Series, Class or Class Tranche of Notes on at the Stated Legal Maturity Date thereof; then and any such default continues beyond any specified grace period provided with respect to such Series, Class or Tranche of Notes, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof Article V, this Article VII and any related Indenture Supplement) to the Indenture TrusteeTrustee (or the Paying Agent on its behalf), for the benefit of the Noteholders Holders of any such NotesNotes of the affected Series, Class or Tranche, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the Default Rate rate of interest applicable to the Note Balance stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, indemnities, disbursements and advances of (x) the Indenture Trustee and Xxxxx Fargo BankTrustee, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.58.07 and (y) the Paying Agent and the Note Registrar, its agents and counsel and all other amounts due the Paying Agent and the Note Registrar under Section 17.02. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law and this Indentureout of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series or Class of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof this Article VIII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo BankTrustee, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults The Issuing Entity covenants that if there is a default in the payment of (i) any interest on any the Notes when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series Notes at the related Note Final Scheduled Payment Date or Class of Notes on the Stated Maturity Date thereof; then Redemption Date, the Issuer willIssuing Entity shall, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such NotesNoteholders, the whole entire amount then due and payable on any such Notes for principal and interest, with interestinterest on the overdue principal, and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Overdue Interest Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bankits agents, N.A. attorneys and counsel. (in any of its capacities), their agents and counsel and all other amounts due to b) In case the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails Issuing Entity shall fail forthwith to pay such amounts forthwith described in Section 5.03(a) upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer Issuing Entity or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuing Entity or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Indenture Default occurs and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders [and the [Swap Counterparty][Cap Provider]], by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuing Entity or any other obligor upon the Notes and collect the money adjudged or decreed to be payable any Person having or claiming an ownership interest in the manner provided Owner Trust Estate, Proceedings under the Bankruptcy 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, 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 [Swap Counterparty][Cap Provider]], and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances and disbursements made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith), of the Noteholders [and of the [Swap Counterparty][Cap Provider]] 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[, the [Swap Counterparty][Cap Provider]] 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 or the Noteholders allowed in any judicial proceedings relative to the Issuing Entity, its creditors and its property; (v) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each Noteholder to make payments to the Indenture Trustee and, if 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 agents, attorneys and counsel, and all other expenses and liabilities incurred and all advances and disbursements made by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and any other amounts due the Indenture Trustee under Section 6.07. (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 Noteholder or 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 the Notes [or any Interest Rate [Cap][Swap] Agreement], may be enforced by the Indenture Trustee without the possession of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, advances, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel shall be for the ratable benefit of the Noteholders [and the [Swap Counterparty][Cap Provider]] in respect of which such judgment has been recovered. (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 the [Swap Counterparty][Cap Provider]], and it shall not be necessary to make any Noteholder [or the [Swap Counterparty][Cap Provider]] a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer Issuing Entity covenants that if: (a) the Issuer Issuing Entity defaults in the payment of interest on any Series or Class of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (355) days Business Days following the date on which such interest became due and payable, or (b) the Issuer Issuing Entity defaults in the payment of the principal of any Series or Class of Notes on at the Stated Legal Final Maturity Date thereof; then , and any such default continues beyond any specified grace period provided with respect to such Series or Class of Notes, the Issuer Issuing Entity will, upon demand of the Indenture Trustee, pay (subject to the priorities and funds after giving effect to the allocation provided in Section 4.5(a)(2) hereof Article V, this Article VII, the Pooling and Servicing Agreement and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such NotesNotes of the affected Series or Class, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-Bearing Notes, at the Default Rate rate of interest applicable to the Note Balance Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo BankTrustee, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.58.07. If the Issuer Issuing Entity fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer Issuing Entity or any other obligor upon the Notes of such Series or Class and collect the money adjudged or decreed to be payable in the manner provided by law and this Indentureout of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, ; (b) the Issuer defaults in the payment of any Target Amortization Amounts when due and payable in accordance with the terms of the Indenture and the related Indenture Supplement; or (bc) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. Citibank (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. Citibank (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof this Article VIII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. The Bank of New York Mellon (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. The Bank of New York Mellon (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest (including the Interest Remittance Amount) on any Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days, or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults default is made in the payment of the principal (including the Principal Remittance Amount) of or any installment of the principal of any Series or Class of Notes on Note when the Stated Maturity Date thereof; then same becomes due and payable, the Issuer willshall, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such NotesNotes [and the Note Insurer], the whole amount then due and payable on any such the Notes for in respect of principal and interest, with interest, to interest at the extent that payment of such interest will be legally enforceable, Note Interest Rate upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplementprincipal, and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.16 hereof may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee, subject to the provisions of Section 10.16 hereof may, as more particularly provided in Section 5.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders [and the Note Insurer], by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable any Person having or claiming an ownership interest in the manner provided Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith)[, the Note Insurer] and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the 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 distribute all amounts received with respect to the claims of the Noteholders[, the Note Insurer] and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee[, the Note Insurer] 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 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 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[, and all amounts due to the Note 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 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 [and the Note Insurer], 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 Holders 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. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such payable, which default continues for a period of thirty-five two (352) days Business Days following written notice from the date on which Indenture Trustee of such interest became due and payable, default; or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then then (c) the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(24.5(a)(4) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. the bank servicing as Indenture Trustee (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Base Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest on any Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days, or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults default is made in the payment of the principal of or any Series or Class installment of Notes on the Stated Maturity Date thereof; then principal of any Note when the same becomes due and payable, the Issuer willshall, upon demand of the Indenture Trustee, pay (subject with respect to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) Notes at the written direction of the Holders of a majority of the aggregate Note Principal Balances of the Notes, pay to the Indenture Trustee, for the benefit Holders of the Noteholders of any such Notes, the whole amount then due and payable on any such the related Notes for principal and interest, with interest, to interest at the extent that payment of such interest will be legally enforceable, applicable Note Interest Rate upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplementprincipal, and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, subject to the provisions of Section 4.13 and Section 10.16 hereof, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee, subject to the provisions of Section 4.13 and Section 10.16 hereof, may, as more particularly provided in Section 5.04 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 the Holders of a majority of the aggregate Note Principal Balances of each Class of Notes, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable any Person having or claiming an ownership interest in the manner provided Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, as directed in writing by the 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, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, 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 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 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 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 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 agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee. (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, 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 Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings. (h) When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in clause (e) of the definition thereof or any other related Proceedings the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults The Issuing Entity covenants that if there is a default in the payment of (i) any interest on any the Notes when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series Notes at the related Note Final Scheduled Payment Date or Class of Notes on the Stated Maturity Date thereof; then Redemption Date, the Issuer willIssuing Entity shall, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such NotesNoteholders, the whole entire amount then due and payable on any such Notes for principal and interest, with interestinterest on the overdue principal, and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Overdue Interest Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bankits agents, N.A. attorneys and counsel. (in any of its capacities), their agents and counsel and all other amounts due to b) In case the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails Issuing Entity shall fail forthwith to pay such amounts forthwith described in Section 5.03(a) upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer Issuing Entity or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuing Entity or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. 33 (NALT 20[●]-[●] Indenture) (c) If an Indenture Default occurs and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders [and the [Swap Counterparty][Cap Provider]], by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuing Entity or any other obligor upon the Notes and collect the money adjudged or decreed to be payable any Person having or claiming an ownership interest in the manner provided Owner Trust Estate, Proceedings under the Bankruptcy 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, 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 [Swap Counterparty][Cap Provider]], and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances and disbursements made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith)[,] [and] of the Noteholders [and of the [Swap Counterparty][Cap Provider]] 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[, the [Swap Counterparty][Cap Provider]] 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 or the Noteholders allowed in any judicial proceedings relative to the Issuing Entity, its creditors and its property; 34 (NALT 20[●]-[●] Indenture) and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each Noteholder to make payments to the Indenture Trustee and, if 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 agents, attorneys and counsel, and all other expenses and liabilities incurred and all advances and disbursements made by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and any other amounts due the Indenture Trustee under Section 6.07. (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 Noteholder or 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 the Notes [or any Interest Rate [Cap][Swap] Agreement], may be enforced by the Indenture Trustee without the possession of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, advances, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel shall be for the ratable benefit of the Noteholders [and the [Swap Counterparty][Cap Provider]] in respect of which such judgment has been recovered. (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 the [Swap Counterparty][Cap Provider]], and it shall not be necessary to make any Noteholder [or the [Swap Counterparty][Cap Provider]] a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest on any Notes Bond when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days, or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults default is made in the payment of the principal of or any Series or Class installment of Notes on the Stated Maturity Date thereof; then principal of any Bond when the same becomes due and payable, the Issuer willshall, 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 (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such NotesBonds, the whole amount then due and payable on any such Notes the Bonds for principal and interest, with interest, to interest at the extent that payment of such interest will be legally enforceable, applicable Bond Interest Rate upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplementprincipal, and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.16 hereof may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes Bonds and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or other obligor the Bonds, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee, subject to the provisions of Section 10.16 hereof may, as more particularly provided in Section 5.04 hereof, in its discretion, proceed to protect and enforce its rights and the rights of the Bondholders, by such appropriate Proceedings, as directed in writing by the Holders of a majority of the aggregate Bond Principal Balances of the Bonds, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (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 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, as directed in writing by the Holders of a majority of the aggregate Bond Principal Balances of the Bonds, irrespective of whether the principal of any 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 regulations, to vote on behalf of the 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 distribute all amounts received with respect to the claims of 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 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 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. (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 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 Bonds, may be enforced by the Indenture Trustee without the possession of any of the Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the 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 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 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. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such payable, which default continues for a period of thirty-five two (352) days Business Days following written notice from the date on which Indenture Trustee of such interest became due and payable, default; or (b) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. the bank serving as Indenture Trustee (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Base Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest on any Notes Senior Note when such interest the same becomes due and payable payable, and such default continues for a period of thirty-five days, or (35ii) days following the date on which such interest became due and payable, or (b) the Issuer defaults default is made in the payment of the principal of or any Series or Class installment of Notes on the Stated Maturity Date thereof; then principal of any Senior Note when the same becomes due and payable, the Issuer willshall, upon demand of the Indenture Trustee, acting at the direction of the Holders of a majority of the aggregate Note Principal Balance of the Senior Notes, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture TrusteeSecurities Administrator, for the benefit of the Noteholders Holders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to interest at the extent that payment of such interest will be legally enforceable, applicable Note Interest Rate upon the overdue principal and upon overdue installments of interest, at the Default Rate applicable to the Note Balance thereof, unless otherwise specified in the applicable Indenture Supplementprincipal, and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. counsel. (in all its capacitiesb) under Section 4.5. If In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, subject to the provisions of Section 10.15 hereof, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or other obligor upon the Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon the Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee, subject to the provisions of Section 10.15 hereof, may, as more particularly provided in Section 5.04 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 aggregate Note Principal Balance of each Class of Senior Notes, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable any Person having or claiming an ownership interest in the manner provided Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, as directed in writing by Holders of a majority of the aggregate Note Principal Balance 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, 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 Senior 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, 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 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 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 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 payments to the Securities Administrator, 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 agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee. (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, 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 Holders 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. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) 35 days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal Stated Principal Amount of any Series Series, Class or Class Tranche of Notes on the Stated Legal Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders Holders of any such NotesNotes of the affected Series, Class or Tranche, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the Default Rate rate of interest applicable to the Note Balance Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Xxxxx Fargo BankTrustee, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.58.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee maymay take immediate steps to enforce the Security Interest, including instituting, in its own name and as trustee of an express trust, institute a judicial proceeding seeking the appointment of a national receiver or a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law and this Indentureout of the Collateral or any other obligor upon such Notes, wherever situated.