Common use of Remedies of the Indenture Trustee Clause in Contracts

Remedies of the Indenture Trustee. (a) In the event that a Lease Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or upon receipt of written instructions from a Majority in Interest of Noteholders shall declare, by written notice to the Owner Lessor and the Owner Participant, the unpaid principal amount of all Lessor Notes, with accrued interest thereon, to be immediately due and payable, upon which declaration such principal amount and such accrued interest shall immediately become due and payable (except in the case of a Lease Indenture Event of Default under Section 4.2(e) or (f), such principal and interest shall automatically become due and payable immediately without any such declaration or notice) without further act or notice of any kind. If any Make-Whole amount is due and payable pursuant to Section 2.10(c) or (d) at the time of any such acceleration, such Make-Whole Amount shall also be due and payable in connection with such acceleration. (b) If a Lease Indenture Event of Default shall have occurred and be continuing, then and in every such case, the Indenture Trustee, as assignee under the Facility Lease or hereunder or otherwise, may, and where required pursuant to the provisions of Section 5 hereof shall, upon written notice to the Owner Lessor, exercise any or all of the rights and powers and pursue any or all of the remedies pursuant to this Section 4 and, in the event such Lease Indenture Event of Default shall be a Lease Event of Default, any and all of the remedies provided pursuant to this Section 4 and Section 17 of the Facility Lease and, subject to Section 4.4, may thereupon or at any time thereafter, in its own name or by or through an agent or receiver appointed by a court, without regard to the adequacy of any security for the Secured Indebtedness, enter into or upon the Indenture Estate and take possession of all or any part of the Indenture Estate and may exclude therefrom the Owner Participant, the Owner Lessor and, in the event such Lease Indenture Event of Default shall be a Lease Event of Default, the Facility Lessee and all persons claiming under them, and with or without any entry or taking of possession, may in its own name or in the name of the Owner Lessor or any other Person, sue for or otherwise collect all issues, rents, income, royalties and profits (collectively, "Real Property Rents"), including those past due and unpaid as well as those due, coming due or to be paid, and apply the Payments, less costs, expenses, attorneys' fees and other expenses toward payment or partial payment of the Secured Indebtedness in accordance with this Indenture and Applicable Law. Further, the Indenture Trustee may exercise all remedies available to a secured party under the Uniform Commercial Code or any other provision of Applicable Law. The Indenture Trustee may proceed to enforce the rights of the Indenture Trustee and of the Noteholders by directing payment to it of all moneys payable under any agreement or undertaking constituting a part of the Indenture Estate, by proceedings in any court of competent jurisdiction to recover damages for the breach hereof or for the appointment of a receiver or for sale of all or any part of the Property Interest or for foreclosure of the Property Interest, together with the Owner Lessor's interest in the Assigned Documents, and by any other action, suit, remedy or proceeding authorized or permitted by this Indenture, at law or in equity, or whether for the specific performance of any agreement contained herein, or for an injunction against the violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or by law, and in addition may foreclose upon, sell, assign, transfer and deliver, from time to time to the extent permitted by Applicable Law, all or any part of the Indenture Estate or any interest therein, at any private sale or public auction with or without demand, advertisement or notice (except as herein required or as may be required by law) of the date, time and place of sale and any adjournment thereof, for cash or credit or other property, for immediate or future delivery and for such price or prices and on such terms as the Indenture Trustee, in its unfettered discretion, may determine, or as may be required by Applicable Law, so long as the Owner Participant and the Owner Lessor are afforded a commercially reasonable opportunity to bid for all or such part of the Indenture Estate in connection therewith unless Section 4.7 shall otherwise be applicable; provided that 20 days shall be deemed to be a commercially reasonable opportunity to bid for purposes of this Section 4.3(b). The Indenture Trustee may 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 and of the Noteholders asserted or upheld in any bankruptcy, receivership or other judicial proceedings. The collection of such Real Property Rents, or the entering upon and taking possession of the Indenture Estate, or the application of the Real Property Rents as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default. The Owner Lessor also hereby authorizes the Indenture Trustee upon such entry, at its option, to take over and assume the management, operation and maintenance of the Indenture Estate and to perform all acts Indenture Trustee in its sole discretion deems necessary and proper and to expend such sums out of Real Property Rents as may be needed in connection therewith, in the same manner and to the same extent as the Owner Lessor theretofore could do. It is not the intention of the parties hereto that an entry by the Indenture Trustee upon the Indenture Estate under the terms of this instrument shall make the Indenture Trustee a party in possession in contemplation of the law, except at the option of the Indenture Trustee. (c) All rights of action and rights to assert claims under this Indenture or under any of the Lessor Notes may be enforced by the Indenture Trustee without the possession of the Lessor Notes at any trial or other proceedings instituted by the Indenture Trustee, and any such trial or other proceedings shall be brought in its own name as mortgagee of an express trust, and any recovery or judgment shall be for the ratable benefit of the Noteholders as herein provided. 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 Noteholders, and it shall not be necessary to make any such Persons parties to such proceedings. (d) Anything herein to the contrary notwithstanding, neither the Indenture Trustee nor any Noteholder shall at any time, including at any time when a Lease Indenture Event of Default shall have occurred and be continuing and there shall have occurred and be continuing a Lease Event of Default, be entitled to exercise any remedy under or in respect of this Indenture which could or would divest the Owner Lessor of title to, or its ownership interest in, any portion of the Indenture Estate unless, in the case of a Lease Indenture Event of Default as a consequence of a Lease Event of Default under Section 16 of the Facility Lease, the Indenture Trustee shall have, to the extent it is then entitled to do so hereunder and is not then stayed or otherwise prevented from doing so by operation of law, commenced the exercise of one or more remedies under the Facility Lease intending to dispossess the Facility Lessee of its leasehold interest in the Undivided Interest and is using good faith efforts in the exercise of such remedies (and not merely asserting a right or claim to do so); provided that, during any period that the Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such remedies, the Indenture Trustee will not divest the Owner Lessor of title to any portion of the Indenture Estate until the earlier of (a) the expiration of the 180-day period following the date of commencement of a stay or other prevention or (b) the date of repossession of the Facility under the applicable Facility Lease. (e) Any provisions of the Facility Lease or this Indenture to the contrary notwithstanding, if the Facility Lessee shall fail to pay any Excepted Payment to any Person entitled thereto as and when due, such Person shall have the right at all times, to the exclusion of the Indenture Trustee, to demand, collect, sue for, enforce performance of obligations relating to, or otherwise obtain all amounts due in respect of such Excepted Payment or to declare a Lease Event of Default under Section 16 of the Facility Lease solely to enforce such obligations in respect of any Excepted Payments (provided that any such declaration shall not be deemed to constitute a Lease Indenture Event of Default hereunder without the consent of the Indenture Trustee).

Remedies of the Indenture Trustee. (a) In the event that a Lease Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or upon receipt of written instructions from a Majority in Interest of Noteholders shall declare, by written notice to the Owner Lessor and the Owner Participant, the unpaid principal amount of all Lessor Notes, with accrued interest thereon, to be immediately due and payable, upon which declaration such principal amount and such accrued interest shall immediately become due and payable (except in the case of a Lease Indenture Event of Default under Section 4.2(e) or (f), such principal and interest shall automatically become due and payable immediately without any such declaration or notice) without further act or notice of any kind. If any Make-Whole amount is due and payable pursuant to Section 2.10(c2.10 (c) or (d) at the time of any such acceleration, such Make-Whole Amount shall also be due and payable in connection with such acceleration. (b) If a Lease Indenture Event of Default shall have occurred and be continuing, then and in every such case, the Indenture Trustee, as assignee under the Facility Lease or hereunder or otherwise, may, and where required pursuant to the provisions of Section 5 hereof shall, upon written notice to the Owner Lessor, exercise any or all of the rights and powers and pursue any or all of the remedies pursuant to this Section 4 and, in the event such Lease Indenture Event of Default shall be a Lease Event of Default, any and all of the remedies provided pursuant to this Section 4 and Section 17 of the Facility Lease and, subject to Section 4.4, may thereupon or at any time thereafter, in its own name or by or through an agent or receiver appointed by a court, without regard to the adequacy of any security for the Secured Indebtedness, enter into or upon the Indenture Estate and take possession of all or any part of the Indenture Estate and may exclude therefrom the Owner Participant, the Owner Lessor and, in the event such Lease Indenture Event of Default shall be a Lease Event of Default, the Facility Lessee and all persons claiming under them, and with or without any entry or taking of possession, may in its own name or in the name of the Owner Lessor or any other Person, sue for or otherwise collect all issues, rents, income, royalties and profits (collectively, "Real Property Rents"), including those past due and unpaid as well as those due, coming due or to be paid, and apply the Payments, less costs, expenses, attorneys' fees and other expenses toward payment or partial payment of the Secured Indebtedness in accordance with this Indenture and Applicable Law. Further, the Indenture Trustee may exercise all remedies available to a secured party under the Uniform Commercial Code or any other provision of Applicable Law. The Indenture Trustee may proceed to enforce the rights of the Indenture Trustee and of the Noteholders by directing payment to it of all moneys payable under any agreement or undertaking constituting a part of the Indenture Estate, by proceedings in any court of competent jurisdiction to recover damages for the breach hereof or for the appointment of a receiver or for sale of all or any part of the Property Interest or for foreclosure of the Property Interest, together with the Owner Lessor's interest in the Assigned Documents, and by any other action, suit, remedy or proceeding authorized or permitted by this Indenture, at law or in equity, or whether for the specific performance of any agreement contained herein, or for an injunction against the violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or by law, and in addition may foreclose upon, sell, assign, transfer and deliver, from time to time to the extent permitted by Applicable Law, all or any part of the Indenture Estate or any interest therein, at any private sale or public auction with or without demand, advertisement or notice (except as herein required or as may be required by law) of the date, time and place of sale and any adjournment thereof, for cash or credit or other property, for immediate or future delivery and for such price or prices and on such terms as the Indenture Trustee, in its unfettered discretion, may determine, or as may be required by Applicable Lawlaw, so long as the Owner Participant and the Owner Lessor are afforded a commercially reasonable opportunity to bid for all or such part of the Indenture Estate in connection therewith unless Section 4.7 shall otherwise be applicable; provided that 20 days shall be deemed to be a commercially reasonable opportunity to bid for purposes of this Section 4.3(b). The Indenture Trustee may 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 and of the Noteholders asserted or upheld in any bankruptcy, receivership or other judicial proceedings. The collection of such Real Property Rents, or the entering upon and taking possession of the Indenture Estate, or the application of the Real Property Rents as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default. The Owner Lessor also hereby authorizes the Indenture Trustee upon such entry, at its option, to take over and assume the management, operation and maintenance of the Indenture Estate and to perform all acts Indenture Trustee in its sole discretion deems necessary and proper and to expend such sums out of Real Property Rents as may be needed in connection therewith, in the same manner and to the same extent as the Owner Lessor theretofore could do. It is not the intention of the parties hereto that an entry by the Indenture Trustee upon the Indenture Estate under the terms of this instrument shall make the Indenture Trustee a party in possession in contemplation of the law, except at the option of the Indenture Trustee. (c) All rights of action and rights to assert claims under this Indenture or under any of the Lessor Notes may be enforced by the Indenture Trustee without the possession of the Lessor Notes at any trial or other proceedings instituted by the Indenture Trustee, and any such trial or other proceedings shall be brought in its own name as mortgagee of an express trust, and any recovery or judgment shall be for the ratable benefit of the Noteholders as herein provided. 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 Noteholders, and it shall not be necessary to make any such Persons parties to such proceedings. (d) Anything herein to the contrary notwithstanding, neither the Indenture Trustee nor any Noteholder shall at any time, including at any time when a Lease Indenture Event of Default shall have occurred and be continuing and there shall have occurred and be continuing a Lease Event of Default, be entitled to exercise any remedy under or in respect of this Indenture which could or would divest the Owner Lessor of title to, or its ownership interest in, any portion of the Indenture Estate unless, in the case of a Lease Indenture Event of Default as a consequence of a Lease Event of Default under Section 16 of the Facility Lease, the Indenture Trustee shall have, to the extent it is then entitled to do so hereunder and is not then stayed or otherwise prevented from doing so by operation of law, commenced the exercise of one or more remedies under the Facility Lease intending to dispossess the Facility Lessee of its leasehold interest in the Undivided Interest and is using good faith efforts in the exercise of such remedies (and not merely asserting a right or claim to do so); provided that, that during any period that the Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such remedies, the Indenture Trustee will not divest the Owner Lessor of title to any portion of the Indenture Estate until the earlier of (a) the expiration of the 180-180- day period following the date of commencement of a stay or other prevention or (b) the date of repossession of the Facility under the applicable Facility Lease. (e) Any provisions of the Facility Lease or this Indenture to the contrary notwithstanding, if the Facility Lessee shall fail to pay any Excepted Payment to any Person entitled thereto as and when due, such Person shall have the right at all times, to the exclusion of the Indenture Trustee, to demand, collect, sue for, enforce performance of obligations relating to, or otherwise otherwxxx obtain all amounts due in respect of such Excepted Payment or to declare a Lease Event of Default under Section 16 of the Facility Lease solely to enforce such obligations in respect of any Excepted Payments (provided that any such declaration shall not be deemed to constitute a Lease Indenture Event of Default hereunder without the consent of the Indenture Trustee).

Remedies of the Indenture Trustee. (a) In the event that a Lease an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or upon receipt of written instructions from a Majority in Interest of Noteholders shall declare, by written notice to the Owner Lessor and the Owner Participant, the unpaid principal amount of all Lessor Notes, with accrued and unpaid interest thereon, but without any Make-Whole Amount to be immediately due and payable, upon which declaration such principal amount and such accrued and unpaid interest shall immediately become due and payable (except in the case of a Lease an Indenture Event of Default under Section 4.2(e) or (f)) hereof, such principal and interest shall automatically become due and payable immediately without any such declaration or notice) without further act or notice of any kind. If any Make-Whole amount is due and payable pursuant to Section 2.10(c) or (d) at the time of any such acceleration, such Make-Whole Amount shall also be due and payable in connection with such acceleration. (b) If a Lease an Indenture Event of Default shall have occurred and be continuing, then and in every such case, the Indenture Trustee, as assignee under the Facility Lease or hereunder or otherwise, may, and where required pursuant to the provisions of Section 5 Article V hereof shall, upon written notice to the Lessor and the Owner LessorParticipant, exercise any or all of the rights and powers and pursue any or all of the remedies pursuant to this Section 4 Article IV and, in the event such Lease Indenture Event of Default arises as a result of an event described in Section 4.2(a) and is continuing unremedied and Sections 4.3(d) and 4.4 shall be a Lease either not apply or shall have ceased to apply with respect to such Indenture Event of Default, any and all of the remedies provided pursuant to this Section 4 Article IV and Section 17 of the Facility Lease and, subject to Section 4.4, and may thereupon or at any time thereafter, in its own name or by or through an agent or receiver appointed by a court, without regard to the adequacy of any security for the Secured Indebtedness, enter into or upon the Indenture Estate and take possession of all or any part of the Indenture Estate and may exclude therefrom the Owner Participant, the Owner Lessor and, in the event such Lease Indenture Event of Default shall be a Lease Event of Default, the Facility Lessee and all persons claiming under them, and with or without any entry or taking of possession, may in its own name or in the name of the Owner Lessor or any other Person, sue for or otherwise collect all issues, rents, income, royalties and profits (collectively, "Real Property Rents"), including those past due and unpaid as well as those due, coming due or to be paid, and apply the Payments, less costs, expenses, attorneys' fees and other expenses toward payment or partial payment of the Secured Indebtedness in accordance with this Indenture and Applicable Law. Further, the Indenture Trustee may exercise all remedies available to a secured party under the Uniform Commercial Code or any other provision of Applicable Law. The Indenture Trustee may proceed to enforce the rights of the Indenture Trustee and of the Noteholders by directing payment to it of all moneys payable under any agreement or undertaking constituting a part of the Indenture Estate, by proceedings in any court of competent jurisdiction to recover damages for the breach hereof or for the appointment of a receiver or for sale of all or any part of the Property Interest or for foreclosure of the Property Interest, together with the Owner Lessor's ’s interest in the Assigned Documents, and by any other action, suit, remedy or proceeding authorized or permitted by this Indenture, at law or in equity, or whether for the specific performance of any agreement contained herein, or for an injunction against the violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or by law, and in addition may foreclose upon, sell, assign, transfer and deliver, from time to time to the extent permitted by Applicable Law, all or any part of the Indenture Estate or any interest therein, at any private sale or public auction with or without demand, advertisement or notice (except as herein required or as may be required by law) of the date, time and place of sale and any adjournment thereof, for cash or credit or other property, for immediate or future delivery and for such price or prices and on such terms as the Indenture Trustee, in its unfettered discretion, may determine, or as may be required by Applicable Lawlaw, so long as the Owner Participant and the Owner Lessor are afforded a commercially reasonable opportunity to bid for all or such part of the Indenture Estate in connection therewith unless the first sentence of Section 4.7 hereof shall otherwise be applicable; provided that 20 twenty (20) days shall be deemed to be a commercially reasonable opportunity to bid for purposes of this Section 4.3(b). The Indenture Trustee may 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 and of the Noteholders asserted or upheld in any bankruptcy, receivership or other judicial proceedings. The collection of such Real Property Rents, or the entering upon and taking possession of the Indenture Estate, or the application of the Real Property Rents as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default. The Owner Lessor also hereby authorizes the Indenture Trustee upon such entry, at its option, to take over and assume the management, operation and maintenance of the Indenture Estate and to perform all acts Indenture Trustee in its sole discretion deems necessary and proper and to expend such sums out of Real Property Rents as may be needed in connection therewith, in the same manner and to the same extent as the Owner Lessor theretofore could do. It is not the intention of the parties hereto that an entry by the Indenture Trustee upon the Indenture Estate under the terms of this instrument shall make the Indenture Trustee a party in possession in contemplation of the law, except at the option of the Indenture Trustee. (c) All To the fullest extent permitted by Applicable Law, all rights of action and rights to assert claims under this Indenture or under any of the Lessor Notes may be enforced by the Indenture Trustee without the possession of the Lessor Notes at any trial or other proceedings instituted by the Indenture Trustee, and any such trial or other proceedings shall be brought in its own name as mortgagee of an express trust, and any recovery or judgment shall be for the ratable benefit of the Noteholders as herein provided. 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 Noteholders, and it shall not be necessary to make any such Persons parties to such proceedings. (d) Anything herein to the contrary notwithstanding, neither the Indenture Trustee nor any Noteholder shall at any time, including at any time when a Lease an Indenture Event of Default shall have occurred and be continuing and there shall have occurred and be continuing a Lease Event of Default, be entitled to exercise any remedy under or in respect of this Indenture which could or would divest the Owner Lessor of title to, or its ownership interest in, any portion of the Indenture Estate unless, in the case of a Lease an Indenture Event of Default as a consequence of a Lease Event of Default under Section 16 of the Facility LeaseDefault, the Indenture Trustee shall have, to the extent it is then entitled to do so hereunder or under any other Operative Document and is not then stayed or otherwise prevented from doing so by operation of law, commenced and is diligently pursuing the exercise of one or more remedies under the Facility Lease intending to dispossess the Facility Lessee of its leasehold interest in the Undivided Interest and is using good faith efforts in the exercise of such remedies (and not merely asserting a right or claim to do so); provided that, that during any period that the Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such remedies, the Indenture Trustee will not divest the Owner Lessor of title to to, or its ownership interest in, any portion of the Indenture Estate until the earlier earliest of (a) the expiration of the 180-day period following the date of the commencement of a stay or other prevention provided that such 180-day period shall be extended through any period thereafter in which no Lease Event of Default shall have occurred and be continuing other than a Lease Event of Default under Section 16 (g) or (h) of the Facility Lease, (b) the date the Facility Lease is rejected in accordance with a final and non-appealable order of the bankruptcy court, or (c) the date of repossession of the Facility under the applicable Facility Lease, provided further, that in each case, the Indenture Trustee shall have given at least ten (10) Business Days’ prior notice to the Lessor and the Owner Participant of the Indenture Trustee’s intention to exercise remedies which could or would divest the Lessor of title to, or its ownership interest in, any portion of the Indenture Estate. (e) Any provisions of the Facility Lease or this Indenture to the contrary notwithstanding, if the Facility Lessee shall fail to pay any Excepted Payment to any Person entitled thereto as and when due, such Person shall have the right at all times, to the exclusion of the Indenture Trustee, to demand, collect, sue xxx for, enforce performance of obligations relating to, or otherwise obtain all amounts due in respect of such Excepted Payment or to declare a Lease Event of Default under Section 16 of the Facility Lease solely to enforce such obligations in respect of any Excepted Payments (provided that any such declaration shall not be deemed to constitute a Lease an Indenture Event of Default hereunder without the consent of the Indenture Trustee).

Remedies of the Indenture Trustee. (a) In the event that a Lease Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or upon receipt of written instructions from a Majority in Interest of Noteholders shall declare, by written notice to the Owner Lessor and the Owner Participant, the unpaid principal amount of all Lessor Notes, with accrued interest thereon, to be immediately due and payable, upon which declaration such principal amount and such accrued interest shall immediately become due and payable (except in the case of a Lease Indenture Event of Default under Section 4.2(e) or (f), such principal and interest shall automatically become due and payable immediately without any such declaration or notice) without further act or notice of any kind. If any Make-Whole amount is due and payable pursuant to Section 2.10(c2.10(d) (iii) or (div) at the time of any such acceleration, such Make-Whole Amount shall also be due and payable in connection with such acceleration. (b) If a Lease Indenture Event of Default shall have occurred and be continuing, then and in every such case, the Indenture Trustee, as assignee under the Facility Lease Leases or hereunder or otherwise, may, and where required pursuant to the provisions of Section 5 hereof shall, upon written notice to the Owner Lessor, exercise any or all of the rights and powers and pursue any or all of the remedies pursuant to this Section 4 and, in the event such Lease Indenture Event of Default shall be a Lease Event of Default, any and all of the remedies provided pursuant to this Section 4 and Section 17 of the Facility Lease Leases and, subject to Section 4.4, may thereupon or at any time thereafter, in its own name or by or through an agent or receiver appointed by a court, without regard to the adequacy of any security for the Secured Indebtedness, enter into or upon the Indenture Estate and take possession of all or any part of the Indenture Estate and may exclude therefrom the Owner Participant, the Owner Lessor and, in the event such Lease Indenture Event of Default shall be a Lease Event of Default, the Facility Lessee Lessees and all persons claiming under them, and with or without any entry or taking of possession, may in its own name or in the name of the Owner Lessor or any other Person, sue for or otherwise collect all issues, rents, income, royalties and profits (collectively, "Real Property Rents"), including those past due and unpaid as well as those due, coming due or to be paid, and apply the Payments, less costs, expenses, attorneys' fees and other expenses toward payment or partial payment of the Secured Indebtedness in accordance with this Indenture and Applicable Law. Further, the Indenture Trustee may exercise all remedies available to a secured party under the Uniform Commercial Code or any other provision of Applicable Law. The Indenture Trustee may proceed to enforce the rights of the Indenture Trustee and of the Noteholders by directing payment to it of all moneys payable under any agreement or undertaking constituting a part of the Indenture Estate, by proceedings in any court of competent jurisdiction to recover damages for the breach hereof or for the appointment of a receiver or for sale of all or any part of the Property Interest or for foreclosure of the Property Interest, together with the Owner Lessor's interest in the Assigned Documents, and by any other action, suit, remedy or proceeding authorized or permitted by this Indenture, at law or in equity, or whether for the specific performance of any agreement contained herein, or for an injunction against the violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or by law, and in addition may foreclose upon, sell, assign, transfer and deliver, from time to time to the extent permitted by Applicable Law, all or any part of the Indenture Estate or any interest therein, at any private sale or public auction with or without demand, advertisement or notice (except as herein required or as may be required by law) of the date, time and place of sale and any adjournment thereof, for cash or credit or other property, for immediate or future delivery and for such price or prices and on such terms as the Indenture Trustee, in its unfettered discretion, may determine, or as may be required by Applicable Law, so long as the Owner Participant and the Owner Lessor are afforded a commercially reasonable opportunity to bid for all or such part of the Indenture Estate in connection therewith unless Section 4.7 shall otherwise be applicable; provided that 20 days shall be deemed to be a commercially reasonable opportunity to bid for purposes of this Section 4.3(b). The Indenture Trustee may 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 and of the Noteholders asserted or upheld in any bankruptcy, receivership or other judicial proceedings. The collection of such Real Property Rents, or the entering upon and taking possession of the Indenture Estate, or the application of the Real Property Rents as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default. The Owner Lessor also hereby authorizes the Indenture Trustee upon such entry, at its option, to take over and assume the management, operation and maintenance of the Indenture Estate and to perform all acts Indenture Trustee in its sole discretion deems necessary and proper and to expend such sums out of Real Property Rents as may be needed in connection therewith, in the same manner and to the same extent as the Owner Lessor theretofore could do. It is not the intention of the parties hereto that an entry by the Indenture Trustee upon the Indenture Estate under the terms of this instrument shall make the Indenture Trustee a party in possession in contemplation of the law, except at the option of the Indenture Trustee. (c) All rights of action and rights to assert claims under this Indenture or under any of the Lessor Notes may be enforced by the Indenture Trustee without the possession of the Lessor Notes at any trial or other proceedings instituted by the Indenture Trustee, and any such trial or other proceedings shall be brought in its own name as mortgagee of an express trust, and any recovery or judgment shall be for the ratable benefit of the Noteholders as herein provided. 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 Noteholders, and it shall not be necessary to make any such Persons parties to such proceedings. (d) Anything herein to the contrary notwithstanding, neither the Indenture Trustee nor any Noteholder shall at any time, including at any time when a Lease Indenture Event of Default shall have occurred and be continuing and there shall have occurred and be continuing a Lease Event of Default, be entitled to exercise any remedy under or in respect of this Indenture which could or would divest the Owner Lessor of title to, or its ownership interest in, any portion of the Indenture Estate unless, in the case of a Lease Indenture Event of Default as a consequence of a Lease Event of Default under Section 16 of the Facility Lease, the Indenture Trustee shall have, to the extent it is then entitled to do so hereunder and is not then stayed or otherwise prevented from doing so by operation of law, commenced the exercise of one or more remedies under the Facility Lease intending to dispossess the Facility Lessee of its leasehold interest in the Undivided Interest and is using good faith efforts in the exercise of such remedies (and not merely asserting a right or claim to do so); provided that, during any period that the Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such remedies, the Indenture Trustee will not divest the Owner Lessor of title to any portion of the Indenture Estate until the earlier of (a) the expiration of the 180-day period following the date of commencement of a stay or other prevention or (b) the date of repossession of the Facility under the applicable Facility Lease. (e) Any provisions of the Facility Lease or this Indenture to the contrary notwithstanding, if the Facility Lessee shall fail to pay any Excepted Payment to any Person entitled thereto as and when due, such Person shall have the right at all times, to the exclusion of the Indenture Trustee, to demand, collect, sue for, enforce performance of obligations relating to, or otherwise obtain all amounts due in respect of such Excepted Payment or to declare a Lease Event of Default under Section 16 of the Facility Lease solely to enforce such obligations in respect of any Excepted Payments (provided that any such declaration shall not be deemed to constitute a Lease Indenture Event of Default hereunder without the consent of the Indenture Trustee).

Remedies of the Indenture Trustee. (a) In the event that a Lease an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or upon receipt of written instructions from a Majority in Interest of Noteholders shall shall, declare, by written notice to the Owner Lessor Trust and the Owner Participant, the unpaid principal amount of all Lessor Notes, with accrued interest and premium, if any, thereon, to be immediately due and payable, upon which declaration such principal amount and such accrued interest and premium, if any, shall immediately become due and payable (except in the case of a Lease an Indenture Event of Default under Section 4.2(e4.1(e) or (f), such principal and interest shall automatically become due and payable immediately without any such declaration or notice) without further act or notice of any kind. If any Make-Whole amount is due and payable pursuant to Section 2.10(c) or (d) at the time of any such acceleration, such Make-Whole Amount shall also be due and payable in connection with such acceleration. (b) If a Lease an Indenture Event of Default shall have occurred and be continuing, then and in every such case, the Indenture Trustee, as assignee under the Facility Lease or hereunder or otherwise, may, and where required pursuant to the provisions of Section 5 hereof shall, upon written notice to the Owner LessorTrust, exercise any or all of the rights and powers and pursue any or all of the remedies pursuant to this Section 4 and, in the event such Lease Indenture Event of Default shall be a Lease Event of Default, any and all of the remedies provided pursuant to this Section 4 and Section 17 of the Facility Lease and, subject to Section 4.4, and may thereupon or at any time thereafter, in its own name or by or through an agent or receiver appointed by a court, without regard to the adequacy of any security for the Secured Indebtedness, enter into or upon the Indenture Estate and take possession of all or any part of the Indenture Estate and may exclude therefrom the Owner Participant, the Owner Lessor Trust and, in the event such Lease Indenture Event of Default shall be a Lease Event of Default, the Facility Lessee and all persons claiming under them, and with or without any entry or taking of possession, may in its own name or in the name of the Owner Lessor or any other Person, sue for or otherwise collect all issues, rents, income, royalties and profits (collectively, "Real Property Rents"), including those past due and unpaid as well as those due, coming due or to be paid, and apply the Payments, less costs, expenses, attorneys' fees and other expenses toward payment or partial payment of the Secured Indebtedness in accordance with this Indenture and Applicable Law. Further, the Indenture Trustee may exercise all remedies available to a secured party under the Uniform Commercial Code or any other provision of Applicable Law. The Indenture Trustee may proceed to enforce the rights of the Indenture Trustee and of the Noteholders by directing payment to it of all moneys payable under any agreement or undertaking constituting a part of the Indenture Estate, by proceedings in any court of competent jurisdiction to recover damages for the breach hereof or for the appointment of a receiver or for sale of all or any part of the Property Undivided Interest or for foreclosure of the Property Interest, together with the Owner Lessor's interest in the Assigned Documents, and by any other action, suit, remedy or proceeding authorized or permitted by this Indenture, at law or in equity, or whether for the specific performance of any agreement contained herein, or for an injunction against the violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or by law, and in addition may foreclose upon, sell, assign, transfer and deliver, from time to time to the extent permitted by Applicable Law, all or any part of the Indenture Estate or any interest therein, at any private sale or public auction with or without demand, advertisement or notice (except as herein required or as may be required by law) of the date, time and place of sale and any adjournment thereof, for cash or credit or other property, for immediate or future delivery and for such price or prices and on such terms as the Indenture Trustee, in its unfettered discretion, may determine, or as may be required by Applicable Law, so long as the Owner Participant and the Owner Lessor are afforded a commercially reasonable opportunity to bid for all or such part of the Indenture Estate in connection therewith unless Section 4.7 shall otherwise be applicable; provided that 20 days shall be deemed to be a commercially reasonable opportunity to bid for purposes of this Section 4.3(b). The Indenture Trustee may 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 and of the Noteholders asserted or upheld in any bankruptcy, receivership or other judicial proceedings. The collection of such Real Property Rents, or the entering upon and taking possession of the Indenture Estate, or the application of the Real Property Rents as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default. The Owner Lessor also hereby authorizes the Indenture Trustee upon such entry, at its option, to take over and assume the management, operation and maintenance of the Indenture Estate and to perform all acts Indenture Trustee in its sole discretion deems necessary and proper and to expend such sums out of Real Property Rents as may be needed in connection therewith, in the same manner and to the same extent as the Owner Lessor theretofore could do. It is not the intention of the parties hereto that an entry by the Indenture Trustee upon the Indenture Estate under the terms of this instrument shall make the Indenture Trustee a party in possession in contemplation of the law, except at the option of the Indenture Trustee. (c) All rights of action and rights to assert claims under this Indenture or under any of the Lessor Notes may be enforced by the Indenture Trustee without the possession of the Lessor Notes at any trial or other proceedings instituted by the Indenture Trustee, and any such trial or other proceedings shall be brought in its own name as mortgagee of an express trust, and any recovery or judgment shall be for the ratable benefit of the Noteholders as herein provided. 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 Noteholders, and it shall not be necessary to make any such Persons parties to such proceedings. (d) Anything herein to the contrary notwithstanding, neither the Indenture Trustee nor any Noteholder shall at any time, including at any time when a Lease Indenture Event of Default shall have occurred and be continuing and there shall have occurred and be continuing a Lease Event of Default, be entitled to exercise any remedy under or in respect of this Indenture which could or would divest the Owner Lessor of title to, or its ownership interest in, any portion of the Indenture Estate unless, in the case of a Lease Indenture Event of Default as a consequence of a Lease Event of Default under Section 16 of the Facility Lease, the Indenture Trustee shall have, to the extent it is then entitled to do so hereunder and is not then stayed or otherwise prevented from doing so by operation of law, commenced the exercise of one or more remedies under the Facility Lease intending to dispossess the Facility Lessee of its leasehold interest in the Undivided Interest and is using good faith efforts in the exercise of such remedies (and not merely asserting a right or claim to do so); provided that, during any period that the Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such remedies, the Indenture Trustee will not divest the Owner Lessor of title to any portion of the Indenture Estate until the earlier of (a) the expiration of the 180-day period following the date of commencement of a stay or other prevention or (b) the date of repossession of the Facility under the applicable Facility Lease. (e) Any provisions of the Facility Lease or this Indenture to the contrary notwithstanding, if the Facility Lessee shall fail to pay any Excepted Payment to any Person entitled thereto as and when due, such Person shall have the right at all times, to the exclusion of the Indenture Trustee, to demand, collect, sue for, enforce performance of obligations relating to, or otherwise obtain all amounts due in respect of such Excepted Payment or to declare a Lease Event of Default under Section 16 of the Facility Lease solely to enforce such obligations in respect of any Excepted Payments (provided that any such declaration shall not be deemed to constitute a Lease Indenture Event of Default hereunder without the consent of the Indenture Trustee).