Common use of Performance by the Indenture Trustee Clause in Contracts

Performance by the Indenture Trustee. Upon the occurrence and during the continuation of an Event of Default, if any of the Asset Entities, the Issuer, the Guarantor or the Manager shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Transaction Documents (subject to applicable notice and cure periods), the Indenture Trustee may, but shall have no obligation to (and shall have no liability for or for failing to), perform such covenant, duty or agreement on behalf of such Asset Entity, the Issuer, the Guarantor or the Manager, including making protective advances on behalf of any Asset Entities, or, in its sole discretion, causing the obligations of the Obligors to be satisfied with the proceeds of any Reserves. In such event, the Issuer shall, at the request of the Indenture Trustee, promptly pay to the Indenture Trustee, or reimburse, as applicable, any of the Reserves and any actual amount reasonably expended or disbursed by the Indenture Trustee or the Servicer in such performance or attempted performance, together with interest thereon (including reimbursement of any applicable Reserves), from the date of such expenditure or disbursement, until paid. Any amounts obtained by the Indenture Trustee as a result of the exercise by the Indenture Trustee of any right hereunder shall be deposited into the Collection Account and, other than with respect to amounts owed to a depositary bank or securities intermediary under the related Account Control Agreement, shall be held by the Indenture Trustee as additional collateral for the repayment of the Obligations, and (b) shall be applied first to pay a depositary bank or securities intermediary in respect of amounts owed to it under the related Account Control Agreement and then as provided in the priority set forth in the priority of payments in Section 5.01 hereof; provided, however, that unless otherwise provided in this Article X, with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V, such amounts shall be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding principal balance of the Notes of each such Class. Any amounts advanced or expended by the Indenture Trustee in its sole discretion to perform or attempt to perform any such matter shall be added to and included within the Obligations and shall be secured by all of the Collateral securing the Notes. Notwithstanding the foregoing, it is expressly agreed that neither the Indenture Trustee nor the Servicer shall have any liability or responsibility for the performance of any obligation of the Asset Entities, the Issuer, the Guarantor or the Manager under this Base Indenture or any other Transaction Document, and it is further expressly agreed that no such performance by the Indenture Trustee or the Servicer shall cure any Event of Default hereunder.

Performance by the Indenture Trustee. Upon the occurrence and during the continuation of an Event of Default, if any of the Asset Entities, the Issuer, the Guarantor or the Manager shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Transaction Documents (subject to applicable notice and cure periods), the Indenture Trustee may, but shall have no obligation to (and shall have no liability for or for failing to), perform such covenant, duty or agreement on behalf of such Asset Entity, the Issuer, the Guarantor or the Manager, including making protective advances on behalf of any Asset Entities, or, in its sole discretionat the written request of the Servicer, causing the obligations of the Obligors to be satisfied with the proceeds of any ReservesReserves in accordance with Section 3.05. In such event, the The Issuer shall, at the request of the Indenture TrusteeTrustee or Servicer, promptly pay to the Indenture Trustee, or reimburse, as applicable, any of the Reserves and reimburse any actual amount reasonably expended or disbursed by the Indenture Trustee or the Servicer in such performance or attempted performance, together with interest thereon (including reimbursement of any applicable Reserves)thereon, from the date of such expenditure or disbursement, until paid. Any amounts obtained by the Indenture Trustee as a result of the exercise by the Indenture Trustee of any right hereunder shall be deposited into the Collection Account and, other than with respect to amounts owed to a depositary bank or securities intermediary under the related Account Control Agreement, shall be held by the Indenture Trustee as additional collateral for the repayment of the Obligations, and (b) shall be applied first to pay a depositary bank or securities intermediary in respect of amounts owed to it under the related Account Control Agreement and then as provided in the priority set forth in the priority of payments in Section 5.01 hereof; provided, however, that unless otherwise provided in this Article X, with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V, such amounts shall be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding principal balance of the Notes of each such Class. Any amounts advanced or expended by the Indenture Trustee or Servicer in its sole discretion to perform or attempt to perform any such matter shall be added to and included within the Obligations and shall be secured by all of the Collateral securing the Notes. Notwithstanding the foregoing, it is expressly agreed that neither the Indenture Trustee nor the Servicer shall have any liability or responsibility for the performance of any obligation of the Asset Entities, the Issuer, the Guarantor or the Manager under this Base Indenture or any other Transaction Document, and it is further expressly agreed that no such performance by the Indenture Trustee or the Servicer shall cure any Event of Default hereunder.

Performance by the Indenture Trustee. Upon the occurrence and during the continuation continuance of an Event of Default, if any of the Asset Entities, the Issuer, the Guarantor or the Manager shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Transaction Documents (subject to applicable notice and cure periods), the Indenture Trustee may, but shall have no obligation may perform or attempt to (and shall have no liability for or for failing to), perform such covenant, duty or agreement on behalf of such Asset Entity, the Issuer, the Guarantor or the Manager, Manager including making protective advances on behalf of any Asset Entities, or, in its sole discretion, causing the obligations of the Obligors to be satisfied with the proceeds of any ReservesReserve. In such event, the Issuer Obligors shall, at the request of the Indenture Trustee, promptly pay to the Indenture Trustee, or reimburse, as applicable, any of the Reserves and Reserves, any actual amount reasonably expended or disbursed by the Indenture Trustee or the Servicer in such performance or attempted performance, together with 108 interest thereon (including reimbursement of any applicable Reserves), from the date of such expenditure or disbursement, until paid. Any amounts obtained by the Indenture Trustee as a result of the exercise by the Indenture Trustee of any right hereunder shall be deposited into the Collection Account and, other than with respect to amounts owed to a depositary bank or securities intermediary under the related Account Control Agreement, shall be held by the Indenture Trustee as additional collateral for the repayment of the Obligations, and (b) shall be applied first to pay a depositary bank or securities intermediary in respect of amounts owed to it under the related Account Control Agreement and then as provided in the priority set forth in the priority of payments in Section 5.01 hereof; provided, however, that unless otherwise provided in this Article X, with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V, such amounts shall be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding principal balance of the Notes of each such Class. Any amounts advanced or expended by the Indenture Trustee in its sole discretion to perform or attempt to perform any such matter shall be added to and included within the Obligations and shall be secured by all of the Collateral securing the Notes. Notwithstanding the foregoing, it is expressly agreed that neither the Indenture Trustee nor the Servicer shall have any liability or responsibility for the performance of any obligation of the Asset Entities, the Issuer, the Guarantor or the Manager under this Base Indenture or any other Transaction Document, and it is further expressly agreed that no such performance by the Indenture Trustee or the Servicer shall cure any Event of Default hereunder.

Performance by the Indenture Trustee. Upon the occurrence and during the continuation continuance of an Event of Default, if any of the Asset Entities, the Issuer, the Guarantor or the Manager shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Transaction Documents (subject to applicable notice and cure periods), the Indenture Trustee may, but shall have no obligation to (and shall have no liability for or for failing to), perform such covenant, duty or agreement on behalf of such Asset Entity, the Issuer, the Guarantor or the Manager, Manager including making protective advances on behalf of any Asset Entities, or, in its sole discretion, causing the obligations of the Obligors to be satisfied with the proceeds of any ReservesReserve. In such event, the Issuer shall, at the request of the Indenture Trustee, promptly pay to the Indenture Trustee, or reimburse, as applicable, any of the Reserves and any actual amount reasonably expended or disbursed by the Indenture Trustee or the Servicer in such performance or attempted performance, together with interest thereon (including reimbursement of any applicable Reserves), from the date of such expenditure or disbursement, until paid. Any amounts obtained by the Indenture Trustee as a result of the exercise by the Indenture Trustee of any right hereunder shall be deposited into the Collection Account and, other than with respect to amounts owed to a depositary bank or securities intermediary under the related Account Control Agreement, shall be held by the Indenture Trustee as additional collateral for the repayment of the Obligations, and (b) shall be applied first to pay a depositary bank or securities intermediary in respect of amounts owed to it under the related Account Control Agreement and then as provided in the priority set forth in the priority of payments in Section 5.01 hereof; provided, however, that unless otherwise provided in this Article X, with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V, such amounts shall be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding principal balance of the Notes of each such Class. Any amounts advanced or expended by the Indenture Trustee in its sole discretion to perform or attempt to perform any such matter shall be added to and included within the Obligations and shall be secured by all of the Collateral securing the Notes. Notwithstanding the foregoing, it is expressly agreed that neither the Indenture Trustee nor the Servicer shall have any liability or responsibility for the performance of any obligation of the Asset Entities, the Issuer, the Guarantor or the Manager under this Base Indenture or any other Transaction Document, and it is further expressly agreed that no such performance by the Indenture Trustee or the Servicer shall cure any Event of Default hereunder.

Performance by the Indenture Trustee. Upon the occurrence and during the continuation continuance of an Event of Default, if any of the Asset Entities, the IssuerIssuers, the Guarantor Guarantors or the Manager shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Transaction Documents (subject to applicable notice and cure periods), the Indenture Trustee may, but shall have no obligation to (and shall have no liability for or for failing to), perform such covenant, duty or agreement on behalf of such Asset Entity, the IssuerIssuers, the Guarantor Guarantors or the Manager, Manager including making protective advances on behalf of any Asset Entities, or, in its sole discretion, causing the obligations of the Obligors to be satisfied with the proceeds of any ReservesReserve. In such event, the Issuer Issuers shall, at the request of the Indenture Trustee, promptly pay to the Indenture Trustee, or reimburse, as applicable, any of the Reserves and Reserves, any actual amount reasonably expended or disbursed by the Indenture Trustee or the Servicer in such performance or attempted performance, together with interest thereon (including reimbursement of any applicable Reserves), from the date of such expenditure or disbursement, until paid. Any amounts obtained by the Indenture Trustee as a result of the exercise by the Indenture Trustee of any right hereunder shall be deposited into the Collection Account and, other than with respect to amounts owed to a depositary bank or securities intermediary under the related Account Control Agreement, shall be held by the Indenture Trustee as additional collateral for the repayment of the Obligations, and (b) shall be applied first to pay a depositary bank or securities intermediary in respect of amounts owed to it under the related Account Control Agreement and then as provided in the priority set forth in the priority of payments in Section 5.01 hereof; provided, however, that unless otherwise provided in this Article X, with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V, such amounts shall be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding principal balance of the Notes of each such Class. Any amounts advanced or expended by the Indenture Trustee in its sole discretion to perform or attempt to perform any such matter shall be added to and included within the Obligations and shall be secured by all of the Collateral securing the Notes. Notwithstanding the foregoing, it is expressly agreed that neither the Indenture Trustee nor the Servicer shall have any liability or responsibility for the performance of any obligation of the Asset Entities, the IssuerIssuers, the Guarantor Guarantors or the Manager under this Base Indenture or any other Transaction Document, and it is further expressly agreed that no such performance by the Indenture Trustee or the Servicer shall cure any Event of Default hereunder.

Performance by the Indenture Trustee. Upon the occurrence and during the continuation continuance of an Event of Default, if any of the Asset Entities, the IssuerIssuer Entity, the Guarantor or the Manager shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Transaction Documents (subject to applicable notice and cure periods), the Indenture Trustee may, but shall have no obligation may perform or attempt to (and shall have no liability for or for failing to), perform such covenant, duty or agreement on behalf of such Asset Entity, the IssuerIssuer Entity, the Guarantor or the Manager, Manager including making protective advances on behalf of any Asset Entities, or, in its sole discretion, causing the obligations of any of the Obligors Issuers to be satisfied with the proceeds of any ReservesReserve. In such event, the Issuer Issuers shall, at the request of the Indenture Trustee, promptly pay to the Indenture Trustee, or reimburse, as applicable, any of the Reserves and Reserves, any actual amount reasonably expended or disbursed by the Indenture Trustee or the Servicer in such performance or attempted performance, together with interest thereon (including reimbursement of any applicable Reserves), from the date of such expenditure or disbursement, until paid. Any amounts obtained by the Indenture Trustee as a result of the exercise by the Indenture Trustee of any right hereunder shall be deposited into the Collection Account and, other than with respect to amounts owed to a depositary bank or securities intermediary under the related Account Control Agreement, shall be held by the Indenture Trustee as additional collateral for the repayment of the Obligations, and (b) shall be applied first to pay a depositary bank or securities intermediary in respect of amounts owed to it under the related Account Control Agreement and then as provided in the priority set forth in the priority of payments in Section 5.01 hereof; provided, however, that unless otherwise provided in this Article X, with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V, such amounts shall be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding principal balance of the Notes of each such Class. Any amounts advanced or expended by the Indenture Trustee in its sole discretion to perform or attempt to perform any such matter shall be added to and included within the Obligations and shall be secured by all of the Collateral securing the Notes. Notwithstanding the foregoing, it is expressly agreed that neither the Indenture Trustee nor the Servicer shall have any liability or responsibility for the performance of any obligation of the Asset Entities, the IssuerIssuer Entity, the Guarantor or the Manager under this Base Indenture or any other Transaction Document, and it is further expressly agreed that no such performance by the Indenture Trustee or the Servicer shall cure any Event of Default hereunder.

Performance by the Indenture Trustee. Upon the occurrence and during the continuation continuance of an Event of Default, if any of the Asset Entities, the Issuer, the Guarantor or the Manager shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Transaction Documents (subject to applicable notice and cure periods), the Indenture Trustee may, but shall have no obligation may perform or attempt to (and shall have no liability for or for failing to), perform such covenant, duty or agreement on behalf of such Asset Entity, the Issuer, the Guarantor or the Manager, Manager including making protective advances on behalf of any Asset Entities, or, in its sole discretion, causing the obligations of the Obligors Issuer to be satisfied with the proceeds of any ReservesReserve. In such event, the Issuer shall, at the request of the Indenture Trustee, promptly pay to the Indenture Trustee, or reimburse, as applicable, any of the Reserves and Reserves, any actual amount reasonably expended or disbursed by the Indenture Trustee or the Servicer in such performance or attempted performance, together with interest thereon (including reimbursement of any applicable Reserves), from the date of such expenditure or disbursement, until paid. Any amounts obtained by the Indenture Trustee as a result of the exercise by the Indenture Trustee of any right hereunder shall be deposited into the Collection Account and, other than with respect to amounts owed to a depositary bank or securities intermediary under the related Account Control Agreement, shall be held by the Indenture Trustee as additional collateral for the repayment of the Obligations, and (b) shall be applied first to pay a depositary bank or securities intermediary in respect of amounts owed to it under the related Account Control Agreement and then as provided in the priority set forth in the priority of payments in Section 5.01 hereof; provided, however, that unless otherwise provided in this Article X, with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V, such amounts shall be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding principal balance of the Notes of each such Class. Any amounts advanced or expended by the Indenture Trustee in its sole discretion to perform or attempt to perform any such matter shall be added to and included within the Obligations and shall be secured by all of the Collateral securing the Notes. Notwithstanding the foregoing, it is expressly agreed that neither the Indenture Trustee nor the Servicer shall have any liability or responsibility for the performance of any obligation of the Asset Entities, the Issuer, the Guarantor or the Manager under this Base Indenture or any other Transaction Document, and it is further expressly agreed that no such performance by the Indenture Trustee or the Servicer shall cure any Event of Default hereunder.

Performance by the Indenture Trustee. Upon the occurrence and during the continuation continuance of an Event of Default, if any of the Asset Entities, the Issuer, the Guarantor or the Manager shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Transaction Documents (subject to applicable notice and cure periods), the Indenture Trustee may, but shall have no obligation to, perform or attempt to (and shall have no liability for or for failing to), perform such covenant, duty or agreement on behalf of such Asset Entity, the Issuer, the Guarantor or the Manager, Manager including making protective advances on behalf of any Asset Entities, or, in its sole discretion, causing the obligations of the Obligors to be satisfied with the proceeds of any ReservesReserve. In such event, the Issuer Obligors shall, at the request of the Indenture Trustee, promptly pay to the Indenture Trustee, or reimburse, as applicable, any of the Reserves and Reserves, any actual amount reasonably expended or disbursed by the Indenture Trustee or the Servicer in such performance or attempted performance, together with interest thereon (including reimbursement of any applicable Reserves), from the date of such expenditure or disbursement, until paid. Any amounts obtained by the Indenture Trustee as a result of the exercise by the Indenture Trustee of any right hereunder shall be deposited into the Collection Account and, other than with respect to amounts owed to a depositary bank or securities intermediary under the related Account Control Agreement, shall be held by the Indenture Trustee as additional collateral for the repayment of the Obligations, and (b) shall be applied first to pay a depositary bank or securities intermediary in respect of amounts owed to it under the related Account Control Agreement and then as provided in the priority set forth in the priority of payments in Section 5.01 hereof; provided, however, that unless otherwise provided in this Article X, with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V, such amounts shall be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding principal balance of the Notes of each such Class. Any amounts advanced or expended by the Indenture Trustee in its sole discretion to 115 perform or attempt to perform any such matter shall be added to and included within the Obligations and shall be secured by all of the Collateral securing the Notes. Notwithstanding the foregoing, it is expressly agreed that neither the Indenture Trustee nor the Servicer shall have any liability or responsibility for the performance of any obligation of the Asset Entities, the Issuer, the Guarantor or the Manager under this Base Indenture or any other Transaction Document, and it is further expressly agreed that no such performance by the Indenture Trustee or the Servicer shall cure any Event of Default hereunder.

Performance by the Indenture Trustee. Upon the occurrence and during the continuation continuance of an Event of Default, if any of the Asset Entities, the Issuer, the Guarantor or the Manager shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Transaction Documents (subject to applicable notice and cure periods), the Indenture Trustee may, but shall have no obligation to (and shall have no liability for or for failing to), perform such covenant, duty or agreement on behalf of such Asset Entity, the Issuer, the Guarantor or the Manager, Manager including making protective advances on behalf of any Asset Entities, or, in its sole discretion, causing the obligations of the Obligors to be satisfied with the proceeds of any ReservesReserve. In such event, the Issuer shall, at the request of the Indenture Trustee, promptly pay to the Indenture Trustee, or reimburse, as applicable, any of the Reserves and Reserves, any actual amount reasonably expended or disbursed by the Indenture Trustee or the Servicer in such performance or attempted performance, together with interest thereon (including reimbursement of any applicable Reserves), from the date of such expenditure or disbursement, until paid. Any amounts obtained by the Indenture Trustee as a result of the exercise by the Indenture Trustee of any right hereunder shall be deposited into the Collection Account and, other than with respect to amounts owed to a depositary bank or securities intermediary under the related Account Control Agreement, shall be held by the Indenture Trustee as additional collateral for the repayment of the Obligations, and (b) shall be applied first to pay a depositary bank or securities intermediary in respect of amounts owed to it under the related Account Control Agreement and then as provided in the priority set forth in the priority of payments in Section 5.01 hereof; provided, however, that unless otherwise provided in this Article X, with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V, such amounts shall be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding principal balance of the Notes of each such Class. Any amounts advanced or expended by the Indenture Trustee in its sole discretion to perform or attempt to perform any such matter shall be added to and included within the Obligations and shall be secured by all of the Collateral securing the Notes. Notwithstanding the foregoing, it is expressly agreed that neither the Indenture Trustee nor the Servicer shall have any liability or responsibility for the performance of any obligation of the Asset Entities, the Issuer, the Guarantor or the Manager under this Base Indenture or any other Transaction Document, and it is further expressly agreed that no such performance by the Indenture Trustee or the Servicer shall cure any Event of Default hereunder.