Common use of Collection of Indebtedness and Suits for Enforcement by Indenture Trustee Clause in Contracts

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount of any Series, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class or Tranche, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest Default Rate applicable to the Stated Principal Amount Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and ▇▇▇▇▇ Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities) under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults Unless otherwise specified in the payment related Terms Indenture, if an Issuer Event of interest on Default has occurred and is continuing with respect to any Series, Class or Tranche of Notes when such interest becomes Series and the Series has been declared due and payable pursuant to Section 5.02 and such default continues for a period declaration of 35 days following the date on which such interest became due acceleration has not been rescinded and payableannulled, or (b) the Issuer defaults in the payment of the Stated Principal Amount of any Series, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, shall pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture TrusteePaying Agent upon demand, for the benefit of the Holders Bondholders of any such Notes of the affected Series, Class or Tranchebut only from the Trust Estate securing the Bonds of such Series, (i) the whole amount entire aggregate unpaid Principal Amount of such Series then due and payable payable, (ii) all accrued and unpaid interest with respect to such Series through the end of the Interest Accrual Period for the next succeeding Payment Date (including, if and to the extent so provided in the related Terms Indenture, interest on any such Notes for principal and overdue interest, with interest, but only to the extent that payment of such interest will on overdue interest shall be legally enforceable), upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (iiiii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay all Administrative Expenses or Additional Expenses with respect to such Series then remaining unpaid, together with such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, any other Paying Agent, and its agents and counsel counsel. Until such demand is made by the Indenture Trustee, the Issuer may pay the principal of, premium (if any) on and all other amounts due interest on the Bonds of the relevant Series to the Indenture Trustee under registered Holders thereof in accordance with Section 8.07. If 2.07. (b) Unless otherwise specified in the related Terms Indenture, if the Issuer fails to pay such all amounts due upon an acceleration of the Bonds of any Series under Section 5.02 forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name capacity as Indenture Trustee and as trustee of an express trust, may institute a judicial proceeding any Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, decree and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche Bonds and collect the money monies adjudged or decreed to be payable in the manner provided by law out of the Collateral related Trust Estate or, subject to Section 2.07(g), out of the property, wherever situated, of the Issuer or any such other obligor upon such NotesBonds. (c) If an Issuer Event of Default occurs and is continuing, wherever situatedthe Indenture Trustee may, in its discretion, subject to the terms of the related Terms Indenture, proceed to protect and enforce its rights and the rights of the Bondholders of any Series by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case (i) there shall be pending, relative to the Issuer or any other Person having or claiming an ownership interest in the Trust Estate securing any Series or obligated to make payments on such Series, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, (ii) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or shall have taken possession of the Issuer or its property or such other Person or (iii) there shall be pending a comparable judicial Proceeding brought by creditors of the Issuer or affecting the property of the Issuer, the Indenture Trustee, irrespective of whether the principal of or interest on any Bonds shall then be due and payable as provided therein or by declaration of acceleration or otherwise, and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims on behalf of the Bondholders of any affected Series for the whole amount of principal and interest owing and unpaid in respect of such Series and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of willful misconduct, negligence or bad faith) and of the Bondholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Bondholders of any affected Series in any election of a trustee in bankruptcy or any other Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Bondholders of any affected Series and of the Indenture Trustee on their and its behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Bondholders of any affected Series allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Bondholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Bondholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee or predecessor Indenture Trustee. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment or composition affecting any Series or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Bondholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and claims under this Indenture or any of the Bonds may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, shall be, except as otherwise stated in the related Terms Indenture(s), for the ratable benefit of the Bondholders in respect of which such judgment has been recovered. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture), the Indenture Trustee shall be held to represent all the Bondholders of each affected Series, and it shall not be necessary to make any Bondholder a party to any such proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class series or Tranche class of Notes when such interest becomes due and payable and such default continues for a period of 35 days five (5) Business Days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Class series or Tranche class of Notes on at the Legal Maturity Date thereof; , and any such default continues beyond any specified grace period provided with respect to such series or class of Notes, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Article V, this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class series or Trancheclass, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07807. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class series or Tranche class and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture SupplementVIII) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest Default Rate applicable to the Stated Principal Amount Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Series or Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount of any Series, Series or Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class Series or TrancheClass, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Series or Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or, (b) the Issuer defaults in the payment of any Target Amortization Amounts when due and payable in accordance with the Stated Principal Amount terms of the Indenture and the related Indenture Supplement; or (c) the Issuer defaults in the payment of the principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and Deutsche Bank (in any of its capacities), its their agents and counsel and all other amounts due to the Indenture Trustee under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults a default is made in the payment of any interest on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or or (bii) the Issuer defaults a default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole entire amount then due and payable on any such Notes for in respect of principal and interest, with interestinterest on the overdue principal and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon on overdue installments of interest, (i) in the case of Interest-bearing Notes, interest at the rate of interest applicable to the Stated Principal Amount thereofrelated Interest Rate and, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the on such Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral Trust Estate or the property of any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable. 27 (2020-C Indenture) (c) If an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property;

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults a default is made in the payment of any interest on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or or (bii) the Issuer defaults a default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole entire amount then due and payable on any such Notes for in respect of principal and interest, with interestinterest on the overdue principal and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon on overdue installments of interest, (i) in the case of Interest-bearing Notes, interest at the rate of interest applicable to the Stated Principal Amount thereofrelated Interest Rate and, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the on such Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral Trust Estate or the property of any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable. 27 (2021-A Indenture) (c) If an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses, reimbursements, indemnities and liabilities incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. 28 (2021-A Indenture) (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults a default is made in the payment of any interest on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or or (bii) the Issuer defaults a default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole entire amount then due and payable on any such Notes for in respect of principal and interest, with interestinterest on the overdue principal and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon on overdue installments of interest, (i) in the case of Interest-bearing Notes, interest at the rate of interest applicable to the Stated Principal Amount thereofrelated Interest Rate and, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the on such Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral Trust Estate or the property of any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable. 27 (2021-B Indenture) (c) If an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses, reimbursements, indemnities and liabilities incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. 28 (2021-B Indenture) (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or, (b) the Issuer defaults in the payment of any Target Amortization Amounts when due and payable in accordance with the Stated Principal Amount terms of the Indenture and the related Indenture Supplement; or (c) the Issuer defaults in the payment of the principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and ▇▇▇▇▇ Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII Section 4.5(b)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest Default Rate applicable to the Stated Principal Amount Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and ▇▇▇▇▇ Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities) under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults a default is made in the payment of any interest on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or or (bii) the Issuer defaults a default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole entire amount then due and payable on any such Notes for in respect of principal and interest, with interestinterest on the overdue principal and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon on overdue installments of interest, (i) in the case of Interest-bearing Notes, interest at the rate of interest applicable to the Stated Principal Amount thereofrelated Interest Rate and, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the on such Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral Trust Estate or the property of any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable. 28 (2021-C Indenture) (c) If an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property;

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Seriesseries, Class class or Tranche tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Seriesseries, Class class or Tranche tranche of Notes on the Legal Maturity Date thereof; and any such default continues beyond any specified grace period provided with respect to such series, class or tranche of Notes, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Article V, this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Seriesseries, Class class or Tranchetranche, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07807. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Seriesseries, Class class or Tranche tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults a default is made in the payment of any interest on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or or (bii) the Issuer defaults a default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole entire amount then due and payable on any such Notes for in respect of principal and interest, with interestinterest on the overdue principal and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon on overdue installments of interest, (i) in the case of Interest-bearing Notes, interest at the rate of interest applicable to the Stated Principal Amount thereofrelated Interest Rate and, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the on such Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral Trust Estate or the property of any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable. 29 (2022-B Indenture) (c) If an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses, reimbursements, indemnities and liabilities incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. 30 (2022-B Indenture) (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Series or Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII VIII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereoftogether with any Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants Baytex and each of the Guarantors, if any, covenant that if: (a) the Issuer defaults default is made in the payment of any instalment of interest on any Series, Class or Tranche of Notes Debt Security when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable30 days, or (b) the Issuer defaults default is made in the payment of the Stated Principal Amount principal of (or Premium, if any) on any SeriesDebt Security at the Maturity thereof, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, Baytex and each Guarantor (if any) will pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trustee, Trustee for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheDebtholders, the whole amount then due and payable on any such Notes Debt Securities for principal (and Premium, if any) and interest, with interestand interest on any overdue principal (and Premium, if any) and, to the extent that payment of such interest will shall be legally enforceable, upon the any overdue principal and upon overdue installments instalment of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to borne by the Stated Principal Amount thereofDebt Securities, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notesand, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07counsel. If Baytex or any Guarantor (if any), as the Issuer case may be, fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee Indenture Trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, decree and the Indenture Trustee may enforce the same against the Issuer Baytex, such Guarantor or any other obligor upon the Notes of such Series, Class or Tranche Debt Securities and collect the money moneys adjudged or decreed to be payable in the manner provided by law out of the Collateral property of Baytex, such Guarantor or any other obligor upon such Notesthe Debt Securities, wherever situated. If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Debtholders by such appropriate judicial proceedings as the Indenture Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class series or Tranche class of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Class series or Tranche class of Notes on at the Legal Maturity Date thereof; and any such default continues beyond any specified grace period provided with respect to such series or class of Notes, the Issuer willshall, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Article V, this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class series or Trancheclass, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will shall pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class series or Tranche class and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Series or Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on at the Legal Final Maturity Date thereof; , and any such default continues beyond any specified grace period provided with respect to such Series or Class of Notes, the Issuer willshall, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Article V, this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class Series or TrancheClass, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will shall pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Series or Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Class or Tranche of Notes on at the Legal Maturity Date thereof; and any such default continues beyond any specified grace period provided with respect to such Series, Class or Tranche of Notes, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Article V, this Article VII and any related Indenture Supplement) to the Indenture TrusteeTrustee (or the Paying Agent on its behalf), for the benefit of the Holders of any such Notes of the affected Series, Class or Tranche, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, indemnities, disbursements and advances of (x) the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.078.07 and (y) the Paying Agent and the Note Registrar, its agents and counsel and all other amounts due the Paying Agent and the Note Registrar under Section 17.02. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class series or Tranche class of Notes when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Class series or Tranche class of Notes on at the Legal Maturity Date thereof; , and any such default continues beyond any specified grace period provided with respect to such series or class of Notes, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Article V, this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class series or Trancheclass, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07807. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class series or Tranche class and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class series or Tranche class of Notes when such interest becomes due and payable and such default continues for a period of 35 days five (5) Business Days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Class series or Tranche class of Notes on at the Legal Final Maturity Date thereof; , and any such default continues beyond any specified grace period provided with respect to such series or class of Notes, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the priorities and funds after giving effect to the allocation provided in Article V, this Article VII VII, the Pooling and Servicing Agreement and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class series or Trancheclass, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class series or Tranche class and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) upon the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment acceleration of the Stated Principal Amount maturity of the Bonds of any Series, Class or Tranche of Notes on Series pursuant to SECTION 5.04 and the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, the Issuer will immediately pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trustee, Trustee for the benefit of the Holders Bondholders of any such Notes of the affected Series, Class or Tranche, Series the whole amount then due and payable on any the Bonds of such Notes Series for principal principal, premium (if any), interest and interestYield Maintenance Premiums, if any, with interestinterest upon the overdue principal and, to the extent that payment payments of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified order set forth in the applicable Supplemental Indenture Supplement; and (ii) in the case of Discount Notesand, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such any further amount as will be sufficient necessary to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07counsel. If the Issuer fails to pay such these amounts forthwith upon such demandthe demand of the Indenture Trustee, the Indenture Trustee mayTrustee, in its own name and as trustee Indenture Trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such the proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money monies adjudged or decreed to be payable in the manner provided by law out law. If an Indenture Event of Default occurs and is continuing as to any Series, the Indenture Trustee may, subject to the provisions of SECTION 5.02, SECTION 5.12 and SECTION 6.01, proceed to protect and enforce its rights and the rights of the Collateral Bondholders of such Series under this Indenture by whatever appropriate proceedings the Indenture Trustee deems most effectual to protect and enforce any of those rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. If proceedings relating to the Issuer under Title 11 of the United States Code or any other obligor applicable federal or state bankruptcy, insolvency or other similar law are pending, or if a receiver, assignee, or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official has been appointed for or taken possession of the Issuer or its property, or if any other comparable judicial proceedings relating to the Issuer or the creditors or property of the Issuer are pending, then the Indenture Trustee shall be entitled and empowered, by intervention in the proceedings or otherwise: (1) to file and prove a claim for the whole amount of principal and interest owing and unpaid on the Bonds of such Series, and to file any other papers or documents and take any other action, including participating as a member of any committee of creditors, that the Indenture Trustee may deem appropriate to have the claims of the Indenture Trustee and of the Bondholders of such Series allowed in any proceedings relating to the Issuer upon the Bonds of such NotesSeries, wherever situatedor to the creditors or property of the Issuer, (2) to vote on behalf of the Bondholders of such Series in any election of a trustee or a standby trustee in any arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or in any election of any Person performing similar functions in comparable proceedings, and (3) to collect any monies or other property payable or deliverable on any such claims, and to distribute all amounts received on the claims of the Bondholders of such Series and of the Indenture Trustee on their behalf, and any trustee, receiver, liquidator, custodian or other similar official is authorized by each Bondholder to make payments to the Indenture Trustee, and, if the Indenture Trustee consents to payments going directly to the Bondholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Bondholders any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Bondholder, or to authorize the Indenture Trustee to vote regarding the claim of any Bondholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or Person performing similar functions. In any proceedings involving this Indenture or the Bonds the Indenture Trustee shall represent all the Bondholders, and it shall not be necessary to make any Bondholders parties to the proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Series or Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then 119 the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII VIII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) If an Issuer Event of Default has occurred and is continuing and the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes Bonds have been declared due and payable pursuant to Section 5.02 and such default continues for a period declaration of 35 days following the date on which such interest became due acceleration has not been rescinded and payableannulled, or (b) the Issuer defaults in the payment of the Stated Principal Amount of any Series, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, shall pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture TrusteeTrustee upon demand, for the benefit of the Holders Bondholders, but only from the Trust Estate, (i) the entire aggregate unpaid Bond Principal Amount of any such Notes of Bonds (other than the affected Series, Class or Tranche, the whole amount S and Class X Bonds) then due and payable payable, (ii) all accrued and unpaid interest with respect to such Bonds (other than the Class S, Class X and Class H Bonds) through the end of the Interest Accrual Period for the next succeeding Payment Date (including interest on any such Notes for principal and unpaid interest, with interestunpaid LIBOR Deficiency Amounts and unpaid interest on unpaid LIBOR Deficiency Amounts, but only to the extent that payment of such interest will on unpaid interest or LIBOR Deficiency Amounts, as applicable, shall be legally enforceable, upon the overdue principal and upon overdue installments of interest), (iiii) in with respect to the case Class S Bonds, any unpaid Class S Shortfalls, with interest on such unpaid Class S Shortfalls at the Class S Rate (to the extent permitted by applicable Law) through the end of Interest-bearing Notesthe Interest Accrual Period for the next succeeding Payment Date and the Class S Early Termination Amount, (iv) with respect to the Class X Bonds, any unpaid Class X Shortfalls with interest on such unpaid Class X Shortfalls, at the rate of interest applicable Class X Rate (to the Stated Principal Amount thereofextent permitted by applicable Law) through the end of the Interest Accrual Period for the next succeeding Payment Date and the Class X Early Termination Amount, unless otherwise specified in the applicable Indenture Supplement; and (iiv) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay all Administrative Expenses and Additional Expenses with respect to such Bonds then remaining unpaid, together with such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, any other Paying Agent, and its agents and counsel counsel. Until such demand is made by the Indenture Trustee, the Issuer may pay the principal of and all other amounts due interest on the Bonds to the Indenture Trustee under registered Holders thereof in accordance with Section 8.07. 2.07. (b) If the Issuer fails to pay such all amounts due upon an acceleration of the Bonds under Section 5.02 forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name capacity as Indenture Trustee and as trustee of an express trust, may institute a judicial proceeding any Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, decree and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche Bonds and collect the money monies adjudged or decreed to be payable in the manner provided by law Law out of the Collateral Trust Estate or, subject to Section 2.07(f), out of the property, wherever situated, of the Issuer or any such other obligor upon such NotesBonds. (c) If an Issuer Event of Default occurs and is continuing, wherever situatedthe Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Bondholders by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by Law. (d) In case (i) there shall be pending, relative to the Issuer or any other Person having or claiming an ownership interest in the Trust Estate or obligated to make payments on the Bonds, Proceedings under the Bankruptcy Code or any other applicable Federal or state bankruptcy, insolvency or other similar Law, (ii) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or shall have taken possession of the Issuer or its property or such other Person or (iii) there shall be pending a comparable judicial Proceeding brought by creditors of the Issuer or affecting the property of the Issuer, then the Indenture Trustee, irrespective of whether the principal of or interest on any Bonds shall then be due and payable as provided therein or by declaration of acceleration or otherwise, and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims on behalf of the Bondholders of any affected Bonds for the whole amount of principal and interest owing and unpaid in respect of such Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of willful misconduct, negligence or bad faith) and of the Bondholders allowed in such Proceedings; (ii) unless prohibited by applicable Law and regulations, to vote on behalf of the Bondholders of any affected Bonds in any election of a trustee in bankruptcy or any other Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute in accordance with the terms of this Indenture all amounts received with respect to the claims of the Bondholders of any affected Bonds and of the Indenture Trustee on their and its behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Bondholders of any affected Bonds allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Bondholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Bondholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee or predecessor Indenture Trustee. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment or composition affecting any Bonds or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Bondholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and claims under this Indenture or any of the Bonds may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, shall be for the ratable benefit of the Bondholders in respect of which such judgment has been recovered. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture), the Indenture Trustee shall be held to represent all the Bondholders of each affected Bond, and it shall not be necessary to make any Bondholder a party to any such proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Series or Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII VIII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest Default Rate applicable to the Stated Principal Amount Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such payable, which default continues for a period of 35 days two (2) Business Days following written notice from the date on which Indenture Trustee of such interest became due and payable, default; or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then: the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and the bank serving as Indenture Trustee (in any of its capacities), its their agents and counsel and all other amounts due to the Indenture Trustee under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Base Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest (including, subject to the limitations of Sections 2.07(d) and 8.02, any Noteholders' Interest Basis Carryover) on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 days following the date on which such interest became due and payablefive days, or or (bii) the Issuer defaults default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture TrusteeTrustee (with the prior written consent of the Subordinate Note Insurer or, if the Senior Notes are not Outstanding, at the written direction of the Subordinate Note Insurer), pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of Noteholders, the affected Series, Class or TrancheSubordinate Note Insurer and the Swap Counterparty, the whole amount then due and payable on any such Notes for principal and interestinterest (and any Noteholders' Interest Basis Carryover), with interestinterest upon the overdue principal, and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, interest (i) in the case of Interest-bearing Notesand any Noteholders' Interest Basis Carryover), at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in Section 2.07 and all amounts due under the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, Swap Agreement and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its the Subordinate Note Insurer, the Swap Counterparty and their respective agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may (with the prior written consent of the Subordinate Note Insurer) institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion (with the prior written consent of the Subordinate Note Insurer or, if the Senior Notes are not Outstanding, at the direction of the Subordinate Note Insurer), proceed to protect and enforce its rights and the rights of the Noteholders and the Subordinate Note Insurer, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged any Person having or decreed to be payable claiming an ownership interest in the manner provided by law out Indenture Trust Estate, Proceedings under Title 11 of the Collateral United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceeding relative to the Issuer or other obligor upon such the Notes, wherever situated.or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, with the prior written consent of the Subordinate Note Insurer, and shall, at the written direction of the Subordinate Note Insurer, by intervention in such proceedings or otherwise: (i to file and prove a claim or claims for the whole amount of principal and interest (including any Noteholders' Interest Basis Carryover) owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceeding;

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or; (b) the Issuer defaults in the payment of any Target Amortization Amounts when due and payable in accordance with the Stated Principal Amount terms of the Indenture and the related Indenture Supplement; or (c) the Issuer defaults in the payment of the principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and Citibank (in any of its capacities), its their agents and counsel and all other amounts due to the Indenture Trustee and Citibank (in all its capacities) under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest (including, subject to the limitations of Sections 2.07(c) and 8.02(c), any unpaid related Noteholders' Interest Index Carryover) on any SeriesGroup I or Group II Note, Class or Tranche of Notes as applicable, when such interest the same becomes due and payable payable, and such default continues for a period of 35 days following the date on which such interest became due and payablethree Business Days, or or (bii) the Issuer defaults default is made in the payment of the Stated Principal Amount principal of or any installment of the principal on its Final Maturity Date or of any SeriesGroup I or Group II Note, Class or Tranche of Notes on as applicable, when the Legal Maturity Date thereof; same becomes due and payable in accordance with Section 2.07(b), the Issuer will, upon demand of the Indenture TrusteeTrustee or, with respect to the Group II Notes only, the Securities Insurer if the Securities Insurer has made an Insured Payment under the Group II Notes Guaranty Insurance Policy, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes holders of the affected SeriesGroup I or Group II Notes, Class as the case may be, or Tranchethe Securities Insurer, if applicable, for the benefit of the holders of the Group I or Group II Notes, as the case may be, the whole amount then due and payable on any such Notes Group I or Group II Notes, or amounts owed to the Securities Insurer, as applicable, for principal and interestinterest (and any unpaid related Noteholders' Interest Index Carryover) or amounts owed pursuant to the Insurance Agreement, as applicable, with interestinterest upon the overdue principal, and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, interest (iand any unpaid related Noteholders' Interest Index Carryover) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, Section 2.07 and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, the Securities Insurer, if applicable, and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the holders of Group II Notes, representing not less than a majority of the Outstanding Amount of the Group II Notes), institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such SeriesGroup I or Group II Notes, Class or Tranche as applicable, and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral property of the Issuer or other obligor upon such Group I or Group II Notes, as applicable, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the holders of Group II Notes, representing not less than a majority of the Outstanding Amount of the Group II Notes), as more particularly provided in Section 5.04, proceed to protect and enforce its rights, the rights of the holders of the Group I or Group II Notes, as applicable, and the rights of the Securities Insurer by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon such the Group I or Group II Notes, wherever situatedas applicable, or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Group I or Group II Notes, as applicable, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Group I or Group II Notes, as applicable, shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the holders of Group II Notes, representing not less than a majority of the Outstanding Amount of the Group II Notes), be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (including any unpaid related Noteholders' Interest Index Carryover) owing and unpaid in respect of the Group I or Group II Notes, as applicable, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) the holders of the Group I or Group II Notes, as applicable, and of the Securities Insurer allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Group I or Group II Notes, as applicable in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the holders of the Group I or Group II Notes, as applicable, the Securities Insurer, if applicable, the Swap Counterparty and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the holders of the Group I or Group II Notes, as the case may be, allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such holders of the Group I or Group II Notes, as the case may be, to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such holders of the Group I or Group II Notes, as applicable, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, any plan of reorganization, arrangement, adjustment or composition affecting the Group I or Group II Notes, as applicable, or the rights of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, thereof or to authorize the Indenture Trustee to vote in respect of the claim of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Group I or Group II Notes, as applicable, may be enforced by the Indenture Trustee without the possession of any of the Group I or Group II Notes, as applicable, or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Group I or Group II Notes, as applicable. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the holders of the Group I or Group II Notes, as applicable, and it shall not be necessary to make any holder of the Group I or Group II Notes, as applicable, a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII VIII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest Default Rate applicable to the Stated Principal Amount Note Balance thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and The Bank of New York Mellon (in any of its capacities), its their agents and counsel and all other amounts due to the Indenture Trustee and The Bank of New York Mellon (in all its capacities) under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and ▇▇▇▇▇ Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due to the Indenture Trustee under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer Issuing Entity covenants that if: (a) the Issuer Issuing Entity defaults in the payment of interest on any Series, Series or Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 days five (5) Business Days following the date on which such interest became due and payable, or (b) the Issuer Issuing Entity defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on at the Legal Final Maturity Date thereof; , and any such default continues beyond any specified grace period provided with respect to such Series or Class of Notes, the Issuer Issuing Entity will, upon demand of the Indenture Trustee, pay (subject to the priorities and funds after giving effect to the allocation provided in Article V, this Article VII VII, the Pooling and Servicing Agreement and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class Series or TrancheClass, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If the Issuer Issuing Entity fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer Issuing Entity or any other obligor upon the Notes of such Series, Series or Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Class or Tranche of Notes on at the Legal Maturity Date thereof; and any such default continues beyond any specified grace period provided with respect to such Series, Class or Tranche of Notes, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Article V, this Article VII and any related Indenture Supplement) to the Indenture TrusteeTrustee (or the Bank on its behalf), for the benefit of the Holders of any such Notes of the affected Series, Class or Tranche, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, indemnities, disbursements and advances of the Indenture Trustee, its the Note Registrar and the Bank and their agents and counsel and all other amounts due to the Indenture Trustee Trustee, the Note Registrar and the Bank under Section 8.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults a default is made in the payment of any interest on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or or (bii) the Issuer defaults a default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole entire amount then due and payable on any such Notes for in respect of principal and interest, with interestinterest on the overdue principal and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon on overdue installments of interest, (i) in the case of Interest-bearing Notes, interest at the rate of interest applicable to the Stated Principal Amount thereofrelated Interest Rate and, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the on such Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral Trust Estate or the property of any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable. 29 (2022-C Indenture) (c) If an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property;

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class series or Tranche class of Notes when such interest becomes due and payable and such default continues for a period of 35 days five (5) Business Days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Class series or Tranche class of Notes on at the Legal Final Maturity Date thereof; , and any such default continues beyond any specified grace period provided with respect to such series or class of Notes, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the priorities and funds after giving effect to the allocation provided in ARTICLE V, this Article VII ARTICLE VII, the Pooling and Servicing Agreement and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class series or Trancheclass, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable 44 Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section SECTION 8.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class series or Tranche class and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults a default is made in the payment of any interest on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or or (bii) the Issuer defaults a default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole entire amount then due and payable on any such Notes for in respect of principal and interest, with interestinterest on the overdue principal and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon on overdue installments of interest, (i) in the case of Interest-bearing Notes, interest at the rate of interest applicable to the Stated Principal Amount thereofrelated Interest Rate and, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the on such Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral Trust Estate or the property of any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04, or shall, at the directions of the Holders of at least a 33 (2014-B Indenture) majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, 34 (2014-B Indenture) in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses, reimbursements, indemnities and liabilities incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such payable, which default continues for a period of 35 days two (2) Business Days following written notice from the date on which Indenture Trustee of such interest became due and payable, default; or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then (c) the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII Section 4.5(a)(4) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and the bank servicing as Indenture Trustee (in any of its capacities), its their agents and counsel and all other amounts due to the Indenture Trustee under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Base Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such payable, which default continues for a period of 35 days two (2) Business Days following written notice from the date on which Indenture Trustee of such interest became due and payable, default; or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and the bank serving as Indenture Trustee (in any of its capacities), its their agents and counsel and all other amounts due to the Indenture Trustee under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Base Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest (including, subject to the limitations of Sections 2.07(c) and 8.02(c), any unpaid related Noteholders’ Interest Index Carryover on each Class of Notes other than the Class II A IO Notes) on any SeriesGroup I or Group II Note, Class or Tranche of Notes as applicable, when such interest the same becomes due and payable payable, and such default continues for a period of 35 days following the date on which such interest became due and payablethree Business Days, or or (bii) the Issuer defaults default is made in the payment of the Stated Principal Amount principal of or any Series, Class or Tranche installment of Notes the principal on the Legal related Final Maturity Date thereof; of a Class of Group I or Group II Notes (other than the Class II-A-IO Notes), as applicable, when the same becomes due and payable in accordance with Section 2.07(b), the Issuer will, upon demand of the Indenture TrusteeTrustee or, with respect to the Group II Insured Notes only, the Securities Insurer if the Securities Insurer has made an Insured Payment under the Group II Insured Notes Guaranty Insurance Policy, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes holders of the affected SeriesGroup I or Group II Notes, Class as the case may be, or Tranchethe Securities Insurer, if applicable, the whole amount then due and payable on any such Notes Group I or Group II Notes, or amounts owed to the Securities Insurer, as applicable, for principal and interestinterest (and any unpaid related Noteholders’ Interest Index Carryover on each Class of Group II Notes other than the Class II A IO Notes) or amounts owed pursuant to the Insurance Agreement, as applicable, with interestinterest upon the overdue principal, and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, interest (iand any unpaid related Noteholders’ Interest Index Carryover on each Class of Notes other than the Class II A IO Notes) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, Section 2.07 and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, the Securities Insurer, if applicable, and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may (with respect to the Group II Insured Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless the Class II-A-1 Notes and Class II-A-2 Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then the Group II Controlling Parties, representing not less than a majority of the Outstanding Amount of the Group II Notes), institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such SeriesGroup I or Group II Notes, Class or Tranche as applicable, and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral property of the Issuer or other obligor upon such Group I or Group II Notes, as applicable, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless the Class II-A-1 Notes and Class II-A-2 Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then the Group II Controlling Parties, representing not less than a majority of the Outstanding Amount of the Group II Notes), as more particularly provided in Section 5.04, proceed to protect and enforce its rights, the rights of the holders of the Group I or Group II Notes, as applicable, and the rights of the Securities Insurer by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon such the Group I or Group II Notes, wherever situatedas applicable, or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Group I or Group II Notes, as applicable, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Group I or Group II Notes, as applicable, shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless the Class II-A-1 Notes and Class II-A-2 Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then the Group II Controlling Parties, representing not less than a majority of the Outstanding Amount of the Group II Notes), be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal of and interest on each Class of Notes other than the Class II A IO Notes (including any unpaid related Noteholders’ Interest Index Carryover with respect to each Class of Notes other than the Class II A IO Notes), and interest on the Class II A IO Notes owing and unpaid in respect of the Group I or Group II Notes, as applicable, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) the holders of the Group I or Group II Notes, as applicable, and of the Securities Insurer allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Group I or Group II Notes, as applicable, in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the holders of the Group I or Group II Notes, as applicable, the Securities Insurer, if applicable, the Swap Counterparty and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the holders of the Group I or Group II Notes, as the case may be, allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such holders of the Group I or Group II Notes, as the case may be, to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such holders of the Group I or Group II Notes, as applicable, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, any plan of reorganization, arrangement, adjustment or composition affecting the Group I or Group II Notes, as applicable, or the rights of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, thereof or to authorize the Indenture Trustee to vote in respect of the claim of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Group I or Group II Notes, as applicable, may be enforced by the Indenture Trustee without the possession of any of the Group I or Group II Notes, as applicable, or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Group I or Group II Notes, as applicable. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the holders of the Group I or Group II Notes, as applicable, and it shall not be necessary to make any holder of the Group I or Group II Notes, as applicable, a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest (including, subject to the limitations of Sections 2.07(c) and 8.02(c), any unpaid related Noteholders' Interest Index Carryover) on any SeriesGroup I or Group II Note, Class or Tranche of Notes as applicable, when such interest the same becomes due and payable payable, and such default continues for a period of 35 days following the date on which such interest became due and payablethree Business Days, or or (bii) the Issuer defaults default is made in the payment of the Stated Principal Amount principal of or any installment of the principal on its Final Maturity Date or of any SeriesGroup I or Group II Note, Class or Tranche of Notes on as applicable, when the Legal Maturity Date thereof; same becomes due and payable in accordance with Section 2.07(b), the Issuer will, upon demand of the Indenture TrusteeTrustee or, with respect to the Group II Notes only, the Securities Insurer if the Securities Insurer has made an Insured Payment under the Group II Notes Guaranty Insurance Policy, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture TrusteeTrustee or the Securities Insurer, if applicable, for the benefit of the Holders of any such Notes holders of the affected SeriesGroup I or Group II Notes, Class or Trancheas the case may be, the whole amount then due and payable on any such Notes Group I or Group II Notes, as applicable, for principal and interestinterest (and any unpaid related Noteholders' Interest Index Carryover) with interest upon the overdue principal, with interestand, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, interest (iand any unpaid related Noteholders' Interest Index Carryover) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, Section 2.07 and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, the Securities Insurer, if applicable, and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the holders of Group II Notes, representing not less than a majority of the Outstanding Amount of the Group II Notes), institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such SeriesGroup I or Group II Notes, Class or Tranche as applicable, and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral property of the Issuer or other obligor upon such Group I or Group II Notes, as applicable, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the holders of Group II Notes, representing not less than a majority of the Outstanding Amount of the Group II Notes), as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the holders of the Group I or Group II Notes, as applicable, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon such the Group I or Group II Notes, wherever situatedas applicable, or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Group I or Group II Notes, as applicable, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Group I or Group II Notes, as applicable, shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the holders of Group II Notes, representing not less than a majority of the Outstanding Amount of the Group II Notes), be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest (including any unpaid related Noteholders' Interest Index Carryover) owing and unpaid in respect of the Group I or Group II Notes, as applicable, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the holders of the Group I or Group II Notes, as applicable, allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Group I or Group II Notes, as applicable in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the holders of the Group I or Group II Notes, as applicable, the Securities Insurer, if applicable, the Swap Counterparty and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the holders of the Group I or Group II Notes, as the case may be, allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such holders of the Group I or Group II Notes, as the case may be, to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such holders of the Group I or Group II Notes, as applicable, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, any plan of reorganization, arrangement, adjustment or composition affecting the Group I or Group II Notes, as applicable, or the rights of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, thereof or to authorize the Indenture Trustee to vote in respect of the claim of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Group I or Group II Notes, as applicable, may be enforced by the Indenture Trustee without the possession of any of the Group I or Group II Notes, as applicable, or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Group I or Group II Notes, as applicable. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the holders of the Group I or Group II Notes, as applicable, and it shall not be necessary to make any holder of the Group I or Group II Notes, as applicable, a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount of any Series, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class or Tranche, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee maymay take immediate steps to enforce the Security Interest, including instituting, in its own name and as trustee of an express trust, institute a judicial proceeding seeking the appointment of a national receiver or a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.situated.‌

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount of any Series, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class or Tranche, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee maymay take immediate steps to enforce the Security Interest, including instituting, in its own name and as trustee of an express trust, institute a judicial proceeding seeking the appointment of a national receiver or a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults a default is made in the payment of any interest on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or or (bii) the Issuer defaults a default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole entire amount then due and payable on any such Notes for in respect of principal and interest, with interestinterest on the overdue principal and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon on overdue installments of interest, (i) in the case of Interest-bearing Notes, interest at the rate of interest applicable to the Stated Principal Amount thereofrelated Interest Rate and, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the on such Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral Trust Estate or the property of any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable. 30 (2014-A Indenture) (c) If an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses, reimbursements, indemnities and liabilities incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest (including, subject to the limitations of Sections 2.07(c) and 8.02(c), any unpaid related Noteholders' Interest Index Carryover on each Class of Notes other than the Class II-[ ] Notes) on any SeriesGroup I or Group II Note, Class or Tranche of Notes as applicable, when such interest the same becomes due and payable payable, and such default continues for a period of 35 days following the date on which such interest became due and payablethree Business Days, or or (bii) the Issuer defaults default is made in the payment of the Stated Principal Amount principal of or any Series, Class or Tranche installment of Notes the principal on the Legal related Final Maturity Date thereof; of a Class of Group I or Group II Notes (other than the Class II-[ ] Notes), as applicable, when the same becomes due and payable in accordance with Section 2.07(b), the Issuer will, upon demand of the Indenture TrusteeTrustee or, with respect to the Group II Insured Notes only, the Securities Insurer if the Securities Insurer has made an Insured Payment under the Group II Insured Notes Guaranty Insurance Policy, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes holders of the affected SeriesGroup I or Group II Notes, Class as the case may be, or Tranchethe Securities Insurer, if applicable, the whole amount then due and payable on any such Notes Group I or Group II Notes, or amounts owed to the Securities Insurer, as applicable, for principal and interestinterest (and any unpaid related Noteholders' Interest Index Carryover on each Class of Group II Notes other than the Class II-[ ] Notes) or amounts owed pursuant to the Insurance Agreement, as applicable, with interestinterest upon the overdue principal, and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, interest (iand any unpaid related Noteholders' Interest Index Carryover on each Class of Notes other than the Class II-[ ] Notes) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, Section 2.07 and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, the Securities Insurer, if applicable, and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may (with respect to the Group II Insured Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless the Class II-[ ] Notes and Class II-[ ] Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then the Group II Controlling Parties, representing not less than a majority of the Outstanding Amount of the Group II Notes), institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such SeriesGroup I or Group II Notes, Class or Tranche as applicable, and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral property of the Issuer or other obligor upon such Group I or Group II Notes, as applicable, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Indenture Trustee may (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless the Class II-[ ] Notes and Class II-[ ] Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then the Group II Controlling Parties, representing not less than a majority of the Outstanding Amount of the Group II Notes), as more particularly provided in Section 5.04, proceed to protect and enforce its rights, the rights of the holders of the Group I or Group II Notes, as applicable, and the rights of the Securities Insurer by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon such the Group I or Group II Notes, wherever situatedas applicable, or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Group I or Group II Notes, as applicable, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Group I or Group II Notes, as applicable, shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall (with respect to the Group II Notes only) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or shall at the written direction of (x) with respect to the Group I Notes, the Group I Controlling Parties, representing not less than a majority of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless the Class II-[ ] Notes and Class II-[ ] Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then the Group II Controlling Parties, representing not less than a majority of the Outstanding Amount of the Group II Notes), be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal of and interest on each Class of Notes other than the Class II-[ ] Notes (including any unpaid related Noteholders' Interest Index Carryover with respect to each Class of Notes other than the Class II-[ ] Notes), and interest on the Class II-[ ] Notes owing and unpaid in respect of the Group I or Group II Notes, as applicable, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) the holders of the Group I or Group II Notes, as applicable, and of the Securities Insurer allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Group I or Group II Notes, as applicable, in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the holders of the Group I or Group II Notes, as applicable, the Securities Insurer, if applicable, the Swap Counterparty and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the holders of the Group I or Group II Notes, as the case may be, allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such holders of the Group I or Group II Notes, as the case may be, to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such holders of the Group I or Group II Notes, as applicable, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, any plan of reorganization, arrangement, adjustment or composition affecting the Group I or Group II Notes, as applicable, or the rights of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, thereof or to authorize the Indenture Trustee to vote in respect of the claim of any holder of the Group I or Group II Notes, as applicable, or the Securities Insurer, if applicable, in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Group I or Group II Notes, as applicable, may be enforced by the Indenture Trustee without the possession of any of the Group I or Group II Notes, as applicable, or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Group I or Group II Notes, as applicable. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the holders of the Group I or Group II Notes, as applicable, and it shall not be necessary to make any holder of the Group I or Group II Notes, as applicable, a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Series or Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on the Legal Stated Maturity Date thereof; then the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII VIII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders Noteholders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, together with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereofany Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.074.5. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situatedand this Indenture.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults a default is made in the payment of any interest on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or or (bii) the Issuer defaults a default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole entire amount then due and payable on any such Notes for in respect of principal and interest, with interestinterest on the overdue principal and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon on overdue installments of interest, (i) in the case of Interest-bearing Notes, interest at the rate of interest applicable to the Stated Principal Amount thereofrelated Interest Rate and, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the on such Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral Trust Estate or the property of any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable. 30 (2013-C Indenture) (c) If an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses, reimbursements, indemnities and liabilities incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults a default is made in the payment of any interest on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 thirty-five (35) days following the date on which such interest became due and payable, or or (bii) the Issuer defaults a default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole entire amount then due and payable on any such Notes for in respect of principal and interest, with interestinterest on the overdue principal and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon on overdue installments of interest, (i) in the case of Interest-bearing Notes, interest at the rate of interest applicable to the Stated Principal Amount thereofrelated Interest Rate and, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If counsel. (b) In case the Issuer fails shall fail forthwith to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding Proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding Proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the on such Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral Trust Estate or the property of any other obligor upon on such Notes, wherever situated, the moneys adjudged or decreed to be payable. 30 (2013-B Indenture) (c) If an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses, reimbursements, indemnities and liabilities incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest on any SeriesNote when the same becomes due and payable, Class and such default continues for a period of five days, or Tranche (ii) default is made in the payment of Notes the principal of or any installment of the principal of any Note when such interest the same becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payablefive days, or (b) the Issuer defaults in the payment of the Stated Principal Amount of any Series, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, with interestinterest upon the overdue principal, and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, Interest Rate and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel counsel. (b) Each Issuer Secured Party hereby irrevocably and all other amounts due to unconditionally appoints the Indenture Trustee as the true and lawful attorney-in-fact of such Issuer Secured Party for so long as such Issuer Secured Party is not the Indenture Trustee, with full power of substitution, with the prior consent of the Insurer (provided that no Insurer Default has occurred and is continuing) to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Indenture Trustee as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for or on behalf of and in the name of such Issuer Secured Party under this Indenture (including specifically under Section 8.07. 7.04) and under the Transaction Documents which such Issuer Secured Party could or might do or which may be necessary, desirable or convenient in the Indenture Trustee's discretion with the consent of the Insurer (so long as an Insurer Default has not occurred and is continuing) to effect the purposes contemplated hereunder and under the Transaction Documents and, without limitation, following the occurrence of an Event of Default, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration, maintenance or disposition of the Series Pool. (c) If an Event of Default occurs, the Indenture Trustee may in its discretion subject to the consent of the Controlling Party and shall, at the direction of the Controlling Party (except as provided in Section 7.03(d) below), proceed to protect and enforce its rights and the rights of the Noteholders and the Insurer by such appropriate Proceedings as the Indenture Trustee or the Controlling Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) Notwithstanding anything to the contrary contained in this Indenture (including without limitation Sections 7.04, 7.12 and 7.13) and regardless of whether an Insurer Default shall have occurred and be continuing, if the Issuer fails to pay such amounts forthwith upon such demandperform its obligations under Section 12.01(b) hereof when and as due, the Indenture Trustee may, may in its own name discretion (and as trustee of an express trust, institute a judicial proceeding for with the collection consent of the sums so due Controlling Party) proceed to protect and unpaid, enforce its rights and may directly prosecute the rights of the Noteholders and the Insurer (provided that an Insurer Default has not occurred and is continuing) by such proceeding to judgment or final decree, and appropriate proceedings as the Indenture Trustee may and the Insurer (provided that an Insurer Default has not occurred and is continuing) shall deem most effective to protect and enforce any such rights, whether for specific performance of any covenant or agreement in this Indenture or in aid of the same against exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (e) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in any of such Series, Class or Tranche and collect the money adjudged or decreed to be payable property included in the manner provided by law out Series Pool, proceedings under Title 11 of the Collateral United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon such the Notes, wherever situatedor to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and the Insurer (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee and the Insurer, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee and the Insurer, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee and of the Insurer on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes or the Insurer allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders and the Insurer to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee and the Insurer such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee and the Insurer, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee and the Insurer except as a result of negligence or bad faith. (f) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. (g) All rights of action and of asserting claims under this Indenture, the Spread Account Agreement or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any, of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes and the Insurer. (h) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or the Spread Account Agreement), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Series or Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the Stated Principal Amount principal of any Series, Series or Class or Tranche of Notes on at the Legal Final Maturity Date thereof; , and any such default continues beyond any specified grace period provided with respect to such Series or Class of Notes, the Issuer willshall, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Article V, this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of 51 MASTER INDENTURE any such Notes of the affected Series, Class Series or TrancheClass, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will shall pay such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07. If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee mayTrustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Series or Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The (a) Subject to the terms of the related Series Supplement, the Issuer covenants that if: if (ai) the Issuer defaults default is made in the payment of any interest on any Series, Class or Tranche of Notes Note when such interest the same becomes due and payable payable, and such default continues for a period of 35 days following the date on which such interest became due and payablefive days, or or (bii) the Issuer defaults default is made in the payment of the Stated Principal Amount principal of or any installment of the principal of any SeriesNote when the same becomes due and payable, Class or Tranche and such default continues for a period of Notes on the Legal Maturity Date thereof; five days, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trusteeit, for the benefit of the Holders of any such Notes of the affected Series, Class or TrancheNotes, the whole amount then due and payable on any such Notes for principal and interest, with interestinterest upon the overdue principal, and, to the extent that payment at such rate of such interest will shall be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, Note Rate and in addition thereto, will pay thereto such further amount as will shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel outside counsel. (b) If an Event of Default occurs and all other amounts due is continuing with respect to the Indenture Trustee under Section 8.07. If the Issuer fails to pay such amounts forthwith upon such demanda Series, the Indenture Trustee may, may in its own name discretion proceed to protect and as trustee of an express trust, institute a judicial proceeding for enforce the collection rights of the sums so due and unpaid, and may directly prosecute Noteholders of each Series by such proceeding to judgment or final decree, and appropriate Proceedings as the Indenture Trustee may shall deem most effective to protect and enforce any such rights, whether for the same against specific enforcement of any covenant or agreement in this Indenture or the related Series Supplement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture, the related Series Supplement or by law. (c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the related Series Trust Estate, proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or 28 similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Notes of such Series, Class or Tranche to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes of such Series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of such Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee against the related Series Trust Estate (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and outside counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes of such Series in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and received with respect to the money adjudged related Series Trust Estate and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or decreed documents as may be necessary or advisable in order to be payable have the claims of the Indenture Trustee or the Holders of Notes of such Series, in each case against the related Series Trust Estate allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the manner provided event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by law out the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the Collateral claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. (e) All rights of action and of asserting claims under this Indenture, the related Series Supplement or under any other obligor upon such of the Notes, wherever situatedmay be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes. (f) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or the related Series Supplement), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.