THE APPLICABLE OVERDUE RATE.
SECTION 804.
REMEDIES.
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING,
THE INDENTURE TRUSTEE, BY SUCH OFFICER OR AGENT AS IT MAY APPOINT, SHALL NOTIFY
THE APPLICABLE RATING
49
AGENCIES, IF ANY, OF SUCH EVENT OF DEFAULT AND SHALL, IF INSTRUCTED BY THE
CONTROL PARTY OF A SERIES:
(I)
INSTITUTE ANY PROCEEDINGS, IN ITS OWN NAME AND AS TRUSTEE OF AN
EXPRESS TRUST, FOR THE COLLECTION OF ALL AMOUNTS THEN DUE AND PAYABLE ON THE
NOTES OF SUCH SERIES OR UNDER THIS INDENTURE OR THE RELATED SUPPLEMENT WITH
RESPECT THERETO, WHETHER BY DECLARATION OR OTHERWISE, ENFORCE ANY JUDGMENT
OBTAINED, AND COLLECT FROM THE RELATED SERIES COLLATERAL AND ANY OTHER ASSETS OF
THE ISSUER ANY MONIES ADJUDGED DUE;
(II)
SUBJECT TO THE QUIET ENJOYMENT RIGHTS OF ANY LESSEE UNDER A LEASE
AGREEMENT, SELL, HOLD OR LEASE THE RELATED SERIES COLLATERAL OR ANY PORTION
THEREOF OR RIGHTS OR INTEREST THEREIN, AT ONE OR MORE PUBLIC OR PRIVATE
TRANSACTIONS CONDUCTED IN ANY MANNER PERMITTED BY LAW;
(III)
INSTITUTE ANY PROCEEDINGS FROM TIME TO TIME FOR THE COMPLETE OR
PARTIAL FORECLOSURE OF THE LIEN CREATED BY THIS INDENTURE AND THE RELATED
SUPPLEMENT WITH RESPECT TO THE RELATED SERIES COLLATERAL;
(IV)
INSTITUTE SUCH OTHER APPROPRIATE PROCEEDINGS TO PROTECT AND
ENFORCE ANY OTHER 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;
(V)
EXERCISE ANY REMEDIES OF A SECURED PARTY UNDER THE UCC OR ANY
APPLICABLE LAW AND TAKE ANY OTHER APPROPRIATE ACTION TO PROTECT AND ENFORCE THE
RIGHTS AND REMEDIES OF THE INDENTURE TRUSTEE OR THE NOTEHOLDERS OF A SERIES
HEREUNDER; AND
(VI)
APPOINT A RECEIVER OR A MANAGER OVER THE ISSUER OR ITS ASSETS.
SECTION 805.
INDENTURE TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.
(A)
IN ALL 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 OF THE NOTEHOLDERS OF THE AFFECTED SERIES, AND IT SHALL
NOT BE NECESSARY TO MAKE ANY AFFECTED NOTEHOLDER A PARTY TO ANY SUCH
PROCEEDINGS.
(B)
ALL RIGHTS OF ACTION AND CLAIMS UNDER THIS INDENTURE, THE RELATED
SUPPLEMENT OR SUCH NOTES MAY BE PROSECUTED AND ENFORCED BY THE INDENTURE TRUSTEE
WITHOUT THE POSSESSION OF ANY OF THE NOTES 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 WHETHER BY JUDGMENT, SETTLEMENT OR OTHERWISE SHALL, AFTER PROVISION FOR
THE PAYMENT OF THE REASONABLE COMPENSATION, EXPENSES, AND DISBURSEMENTS INCURRED
AND ADVANCES MADE, BY THE INDENTURE TRUSTEE, ITS AGENTS AND COUNSEL, BE FOR THE
RATABLE BENEFIT OF THE HOLDERS OF THE NOTES OF THE AFFECTED SERIES, SUBJECT TO
THE SUBORDINATION OF PAYMENTS AMONG CLASSES OF A PARTICULAR SERIES