Common use of Indenture Defaults Clause in Contracts

Indenture Defaults. The occurrence and continuation of any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “Indenture Default”): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of 5 days or more; (b) default in the payment of principal of any Note at the Note Final Scheduled Payment Date or the Redemption Date; (c) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% of the Outstanding Amount, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (e) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeure. The Issuer shall promptly deliver to the Indenture Trustee, each Noteholder, and with respect to each Rating Agency shall make available, written notice in the form of an Officer’s Certificate of any Indenture Default, its status and what action the Issuer is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any Any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “"Indenture Default”"): (a) default in the payment of any interest on any Senior Note when the same becomes due and payable, and such default shall continue for a period of 5 30 days or more; (b) default in the payment of principal of any Senior Note at the Senior Note Final Scheduled Payment Date or the Redemption Date; (c) the occurrence of a Program Operating Lease Default; (d) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Senior Noteholders representing at least 25% of the Outstanding Amount, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “"Notice of Default” " hereunder; (de) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s 's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (ef) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeure. The Issuer shall promptly deliver to the Indenture Trustee, each Noteholder, and with respect to each Rating Agency shall make available, written notice in the form of an Officer’s Certificate of any Indenture Default, its status and what action the Issuer is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “Indenture Default”): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of 5 days or morefive Business Days; provided that, for the avoidance of doubt, failure to pay interest on the Class B Notes due to insufficient Available Funds shall not be an Event of Default so long as the Class A Notes are then Outstanding; (b) default in the payment of principal of any Note at the Note Final Scheduled Payment Date or the Redemption Date; (c) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% of the Outstanding Amount, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (e) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeure. The Issuer shall promptly deliver to the Indenture Trustee, each Noteholder, and with respect to each Rating Agency shall make available, written notice in the form of an Officer’s Certificate of any Indenture Default, its status and what action the Issuer is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any Any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “Indenture Default”): (a) default in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default shall continue for a period of 5 30 days or more; (b) default in the payment of principal of any Note at the Note Final Scheduled Payment Date or the Redemption Date; (c) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% of the Outstanding AmountControlling Class, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, liquidation, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (e) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeure. The Issuer shall promptly deliver to the Indenture Trustee, each Noteholder, and with respect to [the Swap Counterparty,] each Rating Agency shall make available, and each Noteholder within five days after the occurrence thereof written notice in the form of an Officer’s Certificate of any event that with the giving of notice and the lapse of time would become an Indenture DefaultDefault under clauses (c), (d) or (e), its status and what action the Issuer is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority of the Outstanding Amount Controlling Class shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “Indenture Default”): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of 5 five days or more; provided that, for the avoidance of doubt, failure to pay interest on the Class B Notes due to insufficient Available Funds shall not be an Indenture Default so long as the Class A Notes are then Outstanding; (b) default in the payment of principal of any Note at the applicable Note Final Scheduled Payment Date or the Redemption Date; (c) default in the observance or performance in any material respect of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% of the Outstanding Amount, voting together as a single class, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (e) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Indenture Default if that failure or delay was caused by a Force Majeure. The Issuer shall promptly deliver to the Indenture Trustee, the Owner Trustee, the Vehicle Trustee, each Noteholder, and with respect to each Rating Agency shall make available, written notice in the form of an Officer’s Certificate of any Indenture Default, its status and what action the Issuer is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders Noteholders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “Indenture Default”): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of 5 days or more; (b) default in the payment of principal of any Note at the Note Final Scheduled Payment Date or the Redemption Date; (c) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% of the Outstanding Amount, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (e) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (ai) for a period of 45 days, under clause (bii) for a period of 60 days or under clause (ciii) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeureforce majeure or other similar occurrence. The Issuer shall promptly deliver to the Indenture Trustee, each Noteholder, and with respect to each Rating Agency shall make available, and each Noteholder written notice in the form of an Officer’s Certificate of any Indenture Default, its status and what action the Issuer is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any Any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “"Indenture Default”"): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of 5 five days or more; (b) default in the payment of principal of any Note at on the related Note Final Scheduled Payment Date or the Redemption Date; (c) a termination of the Interest Rate Cap Agreement without the execution by the Issuer and a replacement Cap Provider of a replacement Interest Rate Cap Agreement and acceptable to the Issuer and Indenture Trustee and the assignment of such replacement Interest Rate Cap Agreement to the Indenture Trustee; (d) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect inaccurate in any material respect as of the time when the same shall have been made, which default or inaccuracy materially and adversely affects the interests of the Noteholders and such default or inaccuracy shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect inaccurate shall not have been eliminated or otherwise cured, for a period of 60 days or in the case of a materially inaccurate representation or warranty, 30 days days, after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% of the Outstanding Amount, voting as single class, a written notice specifying such default or incorrect inaccurate representation or warranty and requiring it to be remedied and stating that such notice is a “"Notice of Default” " hereunder;; Indenture 20 (de) the filing of a petition seeking entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, liquidation, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s 's affairs, and such decree or order proceeding shall remain unstayed unstayed, undismissed and in effect for a period of 60 90 consecutive daysdays or immediately upon entry of any such decree or order; or (ef) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeure. The Issuer shall promptly deliver to the Indenture Trustee, each NoteholderRating Agency, each Noteholder and with respect the Cap Provider (except as to each Rating Agency shall make available, clause (c)) within five Business Days after the occurrence thereof written notice in the form of an Officer’s 's Certificate of any event that with the giving of notice and the lapse of time would become an Indenture DefaultDefault under clauses (c), (d) or (e), its status and what action the Issuer is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority Majority Interest of the Outstanding Amount Notes voting as a single class shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any Any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “"Indenture Default”"): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of 5 five days or more; (b) default in the payment of principal of any Note at on the related Note Final Scheduled Payment Date or the Redemption Date; Indenture (c) a termination of the Interest Rate Cap Agreement without the execution by the Issuer and a replacement Cap Provider of a replacement Interest Rate Cap Agreement and acceptable to the Issuer and Indenture Trustee and the assignment of such replacement Interest Rate Cap Agreement to the Indenture Trustee; (cd) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect inaccurate in any material respect as of the time when the same shall have been made, which default or inaccuracy materially and adversely affects the interests of the Noteholders and such default or inaccuracy shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect inaccurate shall not have been eliminated or otherwise cured, for a period of 60 days or in the case of a materially inaccurate representation or warranty, 30 days days, after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% of the Outstanding Amount, voting as single class, a written notice specifying such default or incorrect inaccurate representation or warranty and requiring it to be remedied and stating that such notice is a “"Notice of Default” " hereunder; (de) the filing of a petition seeking entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, liquidation, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s 's affairs, and such decree or order proceeding shall remain unstayed unstayed, undismissed and in effect for a period of 60 90 consecutive daysdays or immediately upon entry of any such decree or order; or (ef) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeure. The Issuer shall promptly deliver to the Indenture Trustee, each NoteholderRating Agency, each Noteholder and with respect the Cap Provider (except as to each Rating Agency shall make available, clause (c)) within five Business Days after the occurrence thereof written notice in the form of an Officer’s 's Certificate of any event that with the giving of notice and the lapse of time would become an Indenture DefaultDefault under clauses (c), (d) or (e), its status and what action the Issuer is taking or proposes to take with respect thereto. Indenture Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority Majority Interest of the Outstanding Amount Notes voting as a single class shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any Any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “Indenture Default”): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of 5 five days or more; (b) default in the payment of principal of any Note at on the related Note Final Scheduled Payment Date or the Redemption Date; (c) material default in the observance or performance of any covenant or agreement of the Issuer Issuing Entity made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer Issuing Entity made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect inaccurate in any material respect as of the time when the same shall have been made, which default or inaccuracy materially and adversely affects the interests of the Noteholders and such default or inaccuracy shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect inaccurate shall not have been eliminated or otherwise cured, for a period of 30 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the Outstanding Amount of Notes, voting as a single class, consent to such longer cure period) after there shall have been given, by registered or certified mail, to the Issuer Issuing Entity by the Indenture Trustee or to the Issuer Issuing Entity and the Indenture Trustee by Noteholders representing at least 25% the majority of the Outstanding AmountAmount of Notes, voting as single class, a written notice specifying such default or incorrect inaccurate representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the filing of a petition seeking entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer Issuing Entity or any substantial part of the Owner Trust Estate in an involuntary case under any applicable federal or state bankruptcy, liquidation, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer Issuing Entity or for any substantial part of the Owner Trust Estate, or ordering the winding up or liquidation of the IssuerIssuing Entity’s affairs, and such decree or order proceeding shall remain unstayed unstayed, undismissed and in effect for a period of 60 90 consecutive days; ordays or immediately upon entry of any such decree or order; (e) the commencement by the Issuer Issuing Entity of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer Issuing Entity to the entry of an order for relief in an involuntary case under any 29 (NALT 20[●]-[●] Indenture) such law, the consent by the Issuer Issuing Entity to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer Issuing Entity or for any substantial part of the Owner Trust Estate, the making by the Issuer Issuing Entity of any general assignment for the benefit of creditors, the failure by the Issuer Issuing Entity generally to pay its debts as such debts become due or the taking of action by the Issuer Issuing Entity in furtherance of any of the foregoing. Notwithstanding ; or (f) [a termination of the foregoing, Interest Rate Cap Agreement without execution by the Issuing Entity and a delay in or failure Replacement Cap Provider of performance referred a Replacement Interest Rate Cap Agreement acceptable to under clause (a) for a period the Issuing Entity and Indenture Trustee and the assignment of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeuresuch Replacement Interest Rate Cap Agreement to the Indenture Trustee]. The Issuer Issuing Entity shall promptly deliver to the Indenture Trustee, each Rating Agency, each Noteholder, [and with respect the Interest Rate Cap Provider (except as to each Rating Agency shall make availableclause (f)),] within five Business Days after obtaining actual knowledge of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event that with the giving of notice and the lapse of time would become an Indenture DefaultDefault under clauses (c), (d) [or (f)], its status and what action the Issuer Issuing Entity is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority Majority Interest of the Outstanding Amount Notes voting as a single class shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “"Indenture Default”"): (a) default in the payment of any interest on any Senior Note when the same becomes due and payable, and such default shall continue for a period of 5 days or more; (b) default in the payment of principal of any Senior Note at the Senior Note Final Scheduled Payment Date or the Redemption Date; (c) the occurrence of a Program Operating Lease Default; (d) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Senior Noteholders representing at least 2550% of the Outstanding Amount, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “"Notice of Default” " hereunder; (de) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s 's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (ef) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeure. The Issuer shall promptly deliver to the Indenture Trustee, each Noteholder, and with respect to each Rating Agency shall make available, and each Senior Noteholder written notice in the form of an Officer’s 's Certificate of any Indenture Default, its status and what action the Issuer is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Senior Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Senior Noteholders holding not less than a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Senior Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Senior Notes.

Indenture Defaults. The occurrence and continuation of any Any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “Indenture Default”): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of 5 five days or more; (b) default in the payment of principal of any Note at on the related Note Final Scheduled Payment Date or the Redemption Date; (c) material default in the observance or performance of any covenant or agreement of the Issuer Issuing Entity made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer Issuing Entity made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect inaccurate in any material respect as of the time when the same shall have been made, which default or inaccuracy materially and adversely affects the interests of the Noteholders and such default or inaccuracy shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect inaccurate shall not have been eliminated or otherwise cured, for a period of 30 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the Outstanding Amount of Notes, voting as a single class, consent to such longer cure period) after there shall have been given, by registered or certified mail, to the Issuer Issuing Entity by the Indenture Trustee or to the Issuer Issuing Entity and the Indenture Trustee by Noteholders representing at least 25% the majority of the Outstanding AmountAmount of Notes, voting as single class, a written notice specifying such default or incorrect inaccurate representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the filing of a petition seeking entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer Issuing Entity or any substantial part of the Owner Trust Estate in an involuntary case under any applicable federal or state bankruptcy, liquidation, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer Issuing Entity or for any substantial part of the Owner Trust Estate, or ordering the winding up or liquidation of the IssuerIssuing Entity’s affairs, and such decree or order proceeding shall remain unstayed unstayed, undismissed and in effect for a period of 60 90 consecutive daysdays or immediately upon entry of any such decree or order; [or] (e) the commencement by the Issuer Issuing Entity of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer Issuing Entity to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer Issuing Entity to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer Issuing Entity or for any substantial part of the Owner Trust Estate, the making by the Issuer Issuing Entity of any general assignment for the benefit of creditors, the failure by the Issuer Issuing Entity generally to pay its debts as such debts become due or the taking of action by the Issuer Issuing Entity in furtherance of any of the foregoing. Notwithstanding [; or] (f) [a termination of the foregoing, Interest Rate Cap Agreement without execution by the Issuing Entity and a delay in or failure Replacement Cap Provider of performance referred a Replacement Interest Rate Cap Agreement acceptable to under clause (a) for a period the Issuing Entity and Indenture Trustee and the assignment of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeuresuch Replacement Interest Rate Cap Agreement to the Indenture Trustee]. The Issuer Issuing Entity shall promptly deliver to the Indenture Trustee, each Rating Agency[,] [and] each Noteholder, [and with respect the Interest Rate Cap Provider (except as to each Rating Agency shall make availableclause (f)),] within five Business Days after obtaining actual knowledge of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event that with the giving of notice and the lapse of time would become an Indenture DefaultDefault under clauses (c)[,] [or] (d) [or (f)], its status and what action the Issuer Issuing Entity is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority Majority Interest of the Outstanding Amount Notes voting as a single class shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any Any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “"Indenture Default”"): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of 5 five days or more; (b) default in the payment of principal of any Note at on the Note Final Scheduled Payment Date or the Redemption Date; (c) default in the observance or performance of any covenant or agreement of the Issuer Trust made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer Trust made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 60 days or, in the case of a materially incorrect representation or warranty, 30 days days, after there shall have been given, by registered or certified mail, to the Issuer by Trust and the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% of the Outstanding Amount, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “"Notice of Default” " hereunder; (d) the filing commencement of a proceeding seeking entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer Trust or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, liquidation, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer Trust or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s Trust's affairs, and such decree or order proceeding shall remain unstayed unstayed, undismissed and in effect for a period of 60 consecutive daysdays or immediately upon entry of any such decree or order; or (e) the commencement by the Issuer Trust of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer Trust to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer Trust to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer Trust or for any substantial part of the Trust Estate, the making by the Issuer Trust of any general assignment for the benefit of creditors, the admission in writing of its inability to or the failure by the Issuer Trust generally to pay its debts as such debts become due or the taking of action by the Issuer Trust in furtherance of any of the foregoing. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeure. The Issuer Trust shall promptly deliver to the Indenture Trustee, each Rating Agency and each Noteholder, and with respect to each Rating Agency shall make availablewithin five days after the occurrence thereof, written notice in the form of an Officer’s 's Certificate of any event that with the giving of notice and the lapse of time would become an Indenture DefaultDefault under clause (c), its status and what action the Issuer Trust is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding representing not less than a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding representing not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “"Indenture Default”"): (a) default in the payment of any interest on any Note when the same becomes due and payabledue, and such default shall continue for a period of 5 days or more; (b) default in the payment of principal of any Note at the Note related Final Scheduled Payment Date or the Redemption Date; (c) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, which default or inaccuracy materially and adversely affects the interests of the Noteholders, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 60 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% a majority of the Outstanding Note Amount, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “"Notice of Default” " hereunder; (d) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s 's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 90 consecutive days; or (e) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. Notwithstanding the foregoing; provided, however, that a delay in or failure of performance referred to under clause clauses (a), (b) or (c) above for a period of 45 days, under clause (b) for a period of 60 150 days or under clause (c) for a period of 120 days, will not constitute an Event of Indenture Default if that delay or failure or delay was caused by a Force Majeureforce majeure or other similar occurrence. The Issuer shall promptly deliver to the Indenture Trustee, each Noteholder, Trustee and with respect to each Rating Agency shall make available, written notice in the form of an Officer’s 's Certificate of any Indenture Default, its status and what action the Issuer is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority of the Outstanding Amount Note Amount, voting together as a single class, shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount Note Amount, voting together as a single class, may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified or amended without the waiver or consent of all of the holders of the Outstanding Notes.

Indenture Defaults. The occurrence and continuation of any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an “Indenture Default”): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of 5 days or more; (b) default in the payment of principal of any Note at the Note Final Scheduled Payment Date or the Redemption Date; (c) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% of the Outstanding Amount, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (e) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days, under clause (b) for a period of 60 days or under clause (c) for a period of 120 days, will not constitute an Event of Default if that failure or delay was caused by a Force Majeure. The Issuer shall promptly deliver to the Indenture Trustee, each Noteholder, and with respect to each Rating Agency shall make available, and each Noteholder written notice in the form of an Officer’s Certificate of any Indenture Default, its status and what action the Issuer is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Amount may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all of the holders of the Outstanding Notes.