ADJUSTMENT OR
COMPOSITION AFFECTING THE NOTES OR THE RIGHTS OF ANY HOLDER THEREOF OR TO
AUTHORIZE THE INDENTURE TRUSTEE TO VOTE IN RESPECT OF THE CLAIM OF ANY
NOTEHOLDER IN ANY SUCH PROCEEDING EXCEPT, AS AFORESAID, TO VOTE FOR THE ELECTION
OF A TRUSTEE IN BANKRUPTCY OR SIMILAR PERSON.
(F)
ALL RIGHTS OF ACTION AND OF ASSERTING CLAIMS UNDER THIS
INDENTURE, OR UNDER ANY OF THE NOTES, MAY BE ENFORCED BY THE INDENTURE TRUSTEE
WITHOUT THE POSSESSION OF ANY OF THE NOTES OR THE PRODUCTION THEREOF IN ANY
TRIAL OR OTHER PROCEEDINGS RELATIVE THERETO, AND ANY SUCH ACTION OR PROCEEDINGS
INSTITUTED BY THE INDENTURE TRUSTEE SHALL BE BROUGHT IN ITS OWN NAME AS TRUSTEE
OF AN EXPRESS TRUST, AND ANY RECOVERY OF JUDGMENT, SUBJECT TO THE PAYMENT OF THE
EXPENSES, DISBURSEMENTS AND COMPENSATION OF THE INDENTURE TRUSTEE, EACH
PREDECESSOR INDENTURE TRUSTEE AND THEIR RESPECTIVE AGENTS AND ATTORNEYS, SHALL
BE FOR THE RATABLE BENEFIT OF THE NOTEHOLDERS.
(G)
IN ANY PROCEEDINGS BROUGHT BY THE INDENTURE TRUSTEE (AND ALSO ANY
PROCEEDINGS INVOLVING THE INTERPRETATION OF ANY PROVISION OF THIS INDENTURE TO
WHICH THE INDENTURE TRUSTEE SHALL BE A PARTY), THE INDENTURE TRUSTEE SHALL BE
HELD TO REPRESENT ALL THE NOTEHOLDERS, AND IT SHALL NOT BE NECESSARY TO MAKE ANY
NOTEHOLDER A PARTY TO ANY SUCH PROCEEDINGS.
SECTION 5.4.
REMEDIES.
(A)
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE
INDENTURE TRUSTEE SHALL, AT THE DIRECTION OF THE INSURER (IF NO INSURER DEFAULT
HAS OCCURRED AND IS CONTINUING), OR AT THE DIRECTION OF THE CLASS A NOTEHOLDERS
EVIDENCING NOT LESS THAN 66 2/3% OF THE CLASS A NOTE BALANCE (IF AN INSURER
DEFAULT HAS OCCURRED AND IS CONTINUING), TAKE ONE OR MORE OF THE FOLLOWING
ACTIONS AS SO DIRECTED (SUBJECT TO SECTION 5.5):
(I)
INSTITUTE PROCEEDINGS IN ITS OWN NAME AND AS TRUSTEE OF AN
EXPRESS TRUST FOR THE COLLECTION OF ALL AMOUNTS THEN PAYABLE ON THE CLASS A
NOTES OR UNDER THIS INDENTURE
37
WITH RESPECT THERETO, WHETHER BY DECLARATION OR OTHERWISE, ENFORCE ANY JUDGMENT
OBTAINED, AND COLLECT FROM THE ISSUER AND ANY OTHER OBLIGOR UPON THE NOTES
MONIES ADJUDGED DUE;
(II)
INSTITUTE PROCEEDINGS FROM TIME TO TIME FOR THE COMPLETE OR
PARTIAL FORECLOSURE OF THIS INDENTURE WITH RESPECT TO THE TRUST ESTATE;
(III)
EXERCISE ANY REMEDIES OF A SECURED PARTY UNDER THE RELEVANT UCC
AND TAKE ANY OTHER APPROPRIATE ACTION UNDER APPLICABLE LAW TO PROTECT AND
ENFORCE THE RIGHTS AND REMEDIES OF THE INDENTURE TRUSTEE AND THE CLASS A
NOTEHOLDERS; OR
(IV)
SELL THE TRUST ESTATE OR ANY PORTION THEREOF OR RIGHTS OR INTEREST
THEREIN AT ONE OR MORE PUBLIC OR PRIVATE SALES CALLED AND CONDUCTED IN ANY
MANNER PERMITTED BY LAW;
provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default unless: (A) if no
Insurer Default has occurred and is continuing, the Insurer so directs
or
consents thereto; or if an Insurer Default has occurred, the Holders of 100% of
the Class A Notes (excluding Class