Common use of TAKING POSSESSION OF INDENTURE ESTATE Clause in Contracts

TAKING POSSESSION OF INDENTURE ESTATE. (a) Subject to the rights of the Owner Trust and the Owner Participant under Section 4.3 hereof, and unless an OP Guarantor, the Owner Participant or the Owner Trust shall have purchased the Lessor Notes pursuant to Section 2.10 hereof, if a Lease Indenture Event of Default shall have occurred and be continuing and the Lessor Notes shall have been accelerated pursuant to Section 4.4(b) or 4.4(c) hereof, at the request of the Required Holders, the Owner Trust shall promptly execute and deliver or cause to be delivered to the Lease Indenture Trustee and the Holders such instruments and other documents as the Required Holders may deem necessary or advisable to enable the Lease Indenture Trustee at such time or times and place or places as the Lease Indenture Trustee (acting on the instruction of the Required Holders) may specify, to obtain possession of all or any part of the Indenture Estate to which the Holders shall at the time be entitled hereunder. If the Owner Trust shall for any reason fail to execute and deliver or cause to be delivered such instruments and documents after such request by the Lease Indenture Trustee, the Lease Indenture Trustee (acting on the instruction of the Required Holders) may (i) obtain a judgment conferring on the Lease Indenture Trustee the right to immediate possession and requiring the Owner Trust to execute and deliver or cause to be delivered such instruments and documents to the Lease Indenture Trustee and the Owner Trust hereby specifically consents to the entry of such judgment to the fullest extent it may lawfully do so, and (ii) to the extent permitted by law, pursue all or part of such Indenture Estate, as applicable, wherever it may be found, subject to Section XIII of the Participation Agreement and Section 4.2 of the Facility Lease, if applicable. All expenses (including those of the Lease Indenture Trustee) of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Indenture. (b) Upon every such taking of possession in connection with a Lease Event of Default, the Lease Indenture Trustee (acting on the instruction of the Required Holders) may, from time to time at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate as the Required Holders may deem proper. In each such case, the Lease Indenture Trustee (acting on the instructions of the Required Holders) or its designee shall have the right to maintain, use, operate, store, lease, control or manage the Indenture Estate and to carry on the business and to exercise all rights and powers of the Owner Trust relating to the Indenture Estate, as the Required Holders shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Indenture Estate or any part thereof as the Required Holders may determine; and the Lease Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits constituting part of the Indenture Estate and every part thereof, except Excepted Payments, without prejudice, however, to the right of the Lease Indenture Trustee under any provision of this Indenture to collect and receive all cash held by, or required to be deposited with, the Lease Indenture Trustee hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of use, operation, storage, subleasing, control, management or disposition of the Indenture Estate and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Lease Indenture Trustee may be required or may elect (acting on the instruction of the Required Holders) to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trust), and all other payments which the Lease Indenture Trustee may be required or authorized to make under any provision of this Indenture, as well as reasonable compensation for the services of the Lease Indenture Trustee, and of all Persons properly engaged and employed by the Lease Indenture Trustee.

TAKING POSSESSION OF INDENTURE ESTATE. (a) Subject to the rights of the Owner Trust Lessor and the Owner Participant under Section 4.3 Sections 7.2 and 2.21 hereof, and unless an OP Guarantor, the Owner Participant or the Owner Trust shall have purchased the Lessor Notes pursuant to Section 2.10 hereof, if a Lease Indenture Event of Default shall have occurred and be continuing and the Lessor Notes shall have been accelerated (and any such acceleration has not been rescinded) pursuant to Section 4.4(b) or 4.4(c) 7.3 hereof, at the request upon a Notice of the Required HoldersAction , the Owner Trust Lessor shall promptly execute and deliver or cause to be delivered to the Lease Indenture Trustee and the Holders Security Agent such instruments and other documents as the Required Holders Lease Indenture Secured Parties may deem necessary or advisable to enable the Lease Indenture Trustee Security Agent at such time or times and place or places as the Lease Indenture Trustee Security Agent (acting on the instruction upon a Notice of the Required HoldersAction) may specify, to obtain possession of all or any part of the Indenture Estate to which the Holders Lease Indenture Secured Parties shall at the time be entitled hereunder. If the Owner Trust Lessor shall for any reason fail to execute and deliver or cause to be delivered such instruments and documents after such request by the Lease Indenture TrusteeSecurity Agent , the Lease Indenture Trustee Security Agent (acting on the instruction upon a Notice of the Required HoldersAction) may (i) obtain a judgment conferring on the Lease Indenture Trustee Security Agent the right to immediate possession and requiring the Owner Trust Lessor to execute and deliver or cause to be delivered such instruments and documents to the Lease Indenture Trustee Security Agent and the Owner Trust Lessor hereby specifically consents to the entry of such judgment to the fullest extent it may lawfully do so, and (ii) to the extent permitted by law, pursue all or part of such Indenture Estate, as applicable, wherever it may be found, subject to Section XIII Article XI of the Participation Agreement and Section 4.2 of the Facility Lease, if applicable. All expenses (including those of the Lease Indenture Trustee) of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Indenture. (b) Upon every such taking of possession in connection with a Lease Event of Default, the Lease Indenture Trustee (acting on the instruction of the Required Holders) may, from time to time at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate as the Required Holders may deem proper. In each such case, the Lease Indenture Trustee (acting on the instructions of the Required Holders) or its designee shall have the right to maintain, use, operate, store, lease, control or manage the Indenture Estate and to carry on the business and to exercise all rights and powers of the Owner Trust relating to the Indenture Estate, as the Required Holders shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Indenture Estate or any part thereof as the Required Holders may determine; and the Lease Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits constituting part of the Indenture Estate and every part thereof, except Excepted Payments, without prejudice, however, to the right of the Lease Indenture Trustee under any provision of this Indenture to collect and receive all cash held by, or required to be deposited with, the Lease Indenture Trustee hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of use, operation, storage, subleasing, control, management or disposition of the Indenture Estate and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Lease Indenture Trustee may be required or may elect (acting on the instruction of the Required Holders) to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trust), and all other payments which the Lease Indenture Trustee may be required or authorized to make under any provision of this Indenture, as well as reasonable compensation for the services of the Lease Indenture Trustee, and of all Persons properly engaged and employed by the Lease Indenture Trustee.Section

TAKING POSSESSION OF INDENTURE ESTATE. (a) Subject to the rights of the Owner Trust Lessor and the Owner Participant under Section 4.3 Sections 7.2 and 2.21 hereof, and unless an OP Guarantor, the Owner Participant or the Owner Trust shall have purchased the Lessor Notes pursuant to Section 2.10 hereof, if a Lease Indenture Event of Default shall have occurred and be continuing and the Lessor Notes shall have been accelerated (and any such acceleration has not been rescinded) pursuant to Section 4.4(b) or 4.4(c) 7.3 hereof, at the request upon a Notice of the Required HoldersAction , the Owner Trust Lessor shall promptly execute and deliver or cause to be delivered to the Lease Indenture Trustee and the Holders Security Agent such instruments and other documents as the Required Holders Lease Indenture Secured Parties may deem necessary or advisable to enable the Lease Indenture Trustee Security Agent at such time or times and place or places as the Lease Indenture Trustee Security Agent (acting on the instruction upon a Notice of the Required HoldersAction) may specify, to obtain possession of all or any part of the Indenture Estate to which the Holders Lease Indenture Secured Parties shall at the time be entitled hereunder. If the Owner Trust Lessor shall for any reason fail to execute and deliver or cause to be delivered such instruments and documents after such request by the Lease Indenture TrusteeSecurity Agent , the Lease Indenture Trustee Security Agent (acting on the instruction upon a Notice of the Required HoldersAction) may (i) obtain a judgment conferring on the Lease Indenture Trustee Security Agent the right to immediate possession and requiring the Owner Trust Lessor to execute and deliver or cause to be delivered such instruments and documents to the Lease Indenture Trustee Security Agent and the Owner Trust Lessor hereby specifically consents to the entry of such judgment to the fullest extent it may lawfully do so, and (ii) to the extent permitted by law, pursue all or part of such Indenture Estate, as applicable, wherever it may be found, subject to Section XIII Article XI of the Participation Agreement and Section 4.2 of the Facility Lease, if applicable. All expenses (including those of the Lease Indenture TrusteeSecurity Agent) of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Indenture. (b) Upon every such taking of possession in connection with a Lease Event of Default, the Lease Indenture Trustee Security Agent (acting on the instruction upon a Notice of the Required HoldersAction) may, from time to time at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate as the Required Holders Lease Indenture Secured Parties may deem proper. In each such case, the Lease Indenture Trustee Security Agent (acting on the instructions upon a Notice of the Required HoldersAction) or its designee shall have the right to maintain, use, operate, store, lease, control or manage the Indenture Estate and to carry on the business and to exercise all rights and powers of the Owner Trust Lessor relating to the Indenture Estate, as the Required Holders Lease Indenture Secured Parties shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Indenture Estate or any part thereof as the Required Holders Lease Indenture Secured Parties may determine; and the Lease Indenture Trustee Security Agent shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits constituting part of the Indenture Estate and every part thereof, except Excepted Payments, without prejudice, however, to the right of the Lease Indenture Trustee Security Agent under any provision of this Lease Indenture to collect and receive all cash held by, or required to be deposited with, the Lease Indenture Trustee Security Agent hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of use, operation, storage, subleasing, control, management or disposition of the Indenture Estate and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Lease Indenture Trustee Security Agent may be required or may elect (acting on the instruction upon a Notice of the Required HoldersAction) to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrustLessor), and all other payments which the Lease Indenture Trustee Security Agent may be required or authorized to make under any provision of this Lease Indenture, as well as reasonable compensation for the services of the Lease Indenture TrusteeTrustee and the Security Agent, and of all Persons properly engaged and employed by the Lease Indenture TrusteeTrustee and the Security Agent.

TAKING POSSESSION OF INDENTURE ESTATE. (a) Subject to the rights of the Owner Trust Lessor and the Owner Participant under Section 4.3 Sections 7.2 and 2.21 hereof, and unless an OP Guarantor, the Owner Participant or the Owner Trust shall have purchased the Lessor Notes pursuant to Section 2.10 hereof, if a Lease Indenture Event of Default shall have occurred and be continuing and the Lessor Notes shall have been accelerated (and any such acceleration has not been rescinded) pursuant to Section 4.4(b) or 4.4(c) 7.3 hereof, at the request upon a Notice of the Required HoldersAction , the Owner Trust Lessor shall promptly execute and deliver or cause to be delivered to the Lease Indenture Trustee and the Holders Security Agent such instruments and other documents as the Required Holders Lease Indenture Secured Parties may deem necessary or advisable to enable the Lease Indenture Trustee Security Agent at such time or times and place or places as the Lease Indenture Trustee Security Agent (acting on the instruction upon a Notice of the Required HoldersAction) may specify, to obtain possession of all or any part of the Indenture Estate to which the Holders Lease Indenture Secured Parties shall at the time be entitled hereunder. If the Owner Trust Lessor shall for any reason fail to execute and deliver or cause to be delivered such instruments and documents after such request by the Lease Indenture TrusteeSecurity Agent , the Lease Indenture Trustee Security Agent (acting on the instruction upon a Notice of the Required HoldersAction) may (i) obtain a judgment conferring on the Lease Indenture Trustee Security Agent the right to immediate possession and requiring the Owner Trust Lessor to execute and deliver or cause to be delivered such instruments and documents to the Lease Indenture Trustee Security Agent and the Owner Trust Lessor hereby specifically consents to the entry of such judgment to the fullest extent it may lawfully do so, and (ii) to the extent permitted by law, pursue all or part of such Indenture Estate, as applicable, wherever it may be found, 45 subject to Section XIII Article XI of the Participation Agreement and Section 4.2 of the Facility Lease, if applicable. All expenses (including those of the Lease Indenture TrusteeSecurity Agent) of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien lien of this Lease Indenture. (b) Upon every such taking of possession in connection with a Lease Event of Default, the Lease Indenture Trustee Security Agent (acting on the instruction upon a Notice of the Required HoldersAction) may, from time to time at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate as the Required Holders Lease Indenture Secured Parties may deem proper. In each such case, the Lease Indenture Trustee Security Agent (acting on the instructions upon a Notice of the Required HoldersAction) or its designee shall have the right to maintain, use, operate, store, lease, control or manage the Indenture Estate and to carry on the business and to exercise all rights and powers of the Owner Trust Lessor relating to the Indenture Estate, as the Required Holders Lease Indenture Secured Parties shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Indenture Estate or any part thereof as the Required Holders Lease Indenture Secured Parties may determine; and the Lease Indenture Trustee Security Agent shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits constituting part of the Indenture Estate and every part thereof, except Excepted Payments, without prejudice, however, to the right of the Lease Indenture Trustee Security Agent under any provision of this Lease Indenture to collect and receive all cash held by, or required to be deposited with, the Lease Indenture Trustee Security Agent hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of use, operation, storage, subleasing, control, management or disposition of the Indenture Estate and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Lease Indenture Trustee Security Agent may be required or may elect (acting on the instruction upon a Notice of the Required HoldersAction) to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrustLessor), and all other payments which the Lease Indenture Trustee Security Agent may be required or authorized to make under any provision of this Lease Indenture, as well as reasonable compensation for the services of the Lease Indenture TrusteeTrustee and the Security Agent, and of all Persons properly engaged and employed by the Lease Indenture TrusteeTrustee and the Security Agent.

TAKING POSSESSION OF INDENTURE ESTATE. (a) Subject to the rights of the Owner Trust Lessor and the Owner Participant under Section 4.3 Sections 7.2 and 2.21 hereof, and unless an OP Guarantor, the Owner Participant or the Owner Trust shall have purchased the Lessor Notes pursuant to Section 2.10 hereof, if a Lease Indenture Event of Default shall have occurred and be continuing and the Lessor Notes shall have been accelerated (and any such acceleration has not been rescinded) pursuant to Section 4.4(b) or 4.4(c) 7.3 hereof, at the request upon a Notice of the Required HoldersAction, the Owner Trust Lessor shall promptly execute and deliver or cause to be delivered to the Lease Indenture Trustee and the Holders Security Agent such instruments and other documents as the Required Holders Lease Indenture Secured Parties may deem necessary or advisable to enable the Lease Indenture Trustee Security Agent at such time or times and place or places as the Lease Indenture Trustee Security Agent (acting on the instruction upon a Notice of the Required HoldersAction) may specify, to obtain possession of all or any part of the Indenture Estate to which the Holders Lease Indenture Secured Parties shall at the time be entitled hereunder. If the Owner Trust Lessor shall for any reason fail to execute and deliver or cause to be delivered such instruments and documents after such request by the Lease Indenture TrusteeSecurity Agent, the Lease Indenture Trustee Security Agent (acting on the instruction upon a Notice of the Required HoldersAction) may (i) obtain a judgment conferring on the Lease Indenture Trustee Security Agent the right to immediate possession and requiring the Owner Trust Lessor to execute and deliver or cause to be delivered such instruments and documents to the Lease Indenture Trustee Security Agent and the Owner Trust Lessor hereby specifically consents to the entry of such judgment to the fullest extent it may lawfully do so, and (ii) to the extent permitted by law, pursue all or part of such Indenture Estate, as applicable, wherever it may be found, subject to Section XIII Article XI of the Participation Agreement and Section 4.2 of the Facility Lease, if applicable. All expenses (including those of the Lease Indenture TrusteeSecurity Agent) of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien lien of this Lease Indenture. (b) Upon every such taking of possession in connection with a Lease Event of Default, the Lease Indenture Trustee Security Agent (acting on the instruction upon a Notice of the Required HoldersAction) may, from time to time at the expense of the Indenture Estate, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Indenture Estate as the Required Holders Lease Indenture Secured Parties may deem proper. In each such case, the Lease Indenture Trustee Security Agent (acting on the instructions upon a Notice of the Required HoldersAction) or its designee shall have the right to maintain, use, operate, store, lease, control or manage the Indenture Estate and to carry on the business and to exercise all rights and powers of the Owner Trust Lessor relating to the Indenture Estate, as the Required Holders Lease Indenture Secured Parties shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Indenture Estate or any part thereof as the Required Holders Lease Indenture Secured Parties may determine; and the Lease Indenture Trustee Security Agent shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits constituting part of the Indenture Estate and every part thereof, except Excepted Payments, without prejudice, however, to the right of the Lease Indenture Trustee Security Agent under any provision of this Lease Indenture to collect and receive all cash held by, or required to be deposited with, the Lease Indenture Trustee Security Agent hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of use, operation, storage, subleasing, control, management or disposition of the Indenture Estate and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Lease Indenture Trustee Security Agent may be required or may elect (acting on the instruction upon a Notice of the Required HoldersAction) to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrustLessor), and all other payments which the Lease Indenture Trustee Security Agent may be required or authorized to make under any provision of this Lease Indenture, as well as reasonable compensation for the services of the Lease Indenture TrusteeTrustee and the Security Agent, and of all Persons properly engaged and employed by the Lease Indenture TrusteeTrustee and the Security Agent.