Common use of Actions by Owner Trustee Clause in Contracts

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action: (a) the initiation of any claim or lawsuit on behalf of the Owner Trust (except claims or lawsuits brought to collect on the Series Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on the Series Certificate); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with the Series Certificatecollection of the Receivables); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (e) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the CertificateholderOwners; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Administration Servicing Agreement, except to any amendment where the consent of the any Certificateholder is not required under the terms of the Deposit Sale and Administration Servicing Agreement; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action: (a) the initiation of any claim or lawsuit on behalf of the Owner Trust (except claims or lawsuits brought to collect on the Series Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on the Series Certificate); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholder; (de) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Rating Agencies in writing of the proposed actionaction and (ii) Certificateholders holding not less than a majority of the aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Rating Agencies in writing of the proposed actionaction and (ii) Certificateholders holding not less than a majority of the aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredBusiness Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is not required and such amendment materially adversely affects the interest interests of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of the Owner Trust (except claims or lawsuits brought to collect on the Series Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on the Series Certificate); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cb) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (dc) the amendment, change or modification of the Deposit and Contribution Agreement, the Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ed) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or the Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder the Residual Interestholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Residual Interestholder in writing of the proposed actionaction and the Residual Interestholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Residual Interestholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with collection of the Series CertificateReceivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with collection of the Series CertificateReceivables); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration AgreementResidual Interestholder; or (ed) the appointment pursuant to the Indenture of a successor Note Registrar or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the Registrar or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1Section 4.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans; (b) the election by the Trust to collect on file an amendment to the Series CertificateCertificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderOwners; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 ___ days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the ___th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificate) collection of the Home Equity Loans and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateHome Equity Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Administration Servicing Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Agent or Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Note Registrar, Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Rating Agencies in writing of the proposed actionaction and (ii) the Holders of Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Holders have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, proceeding, investigation, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (bii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (civ) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the CertificateholderCertificateholders; (dv) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (evi) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Rating Agencies in writing of the proposed actionaction and (ii) Certificateholders holding not less than a majority of the aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredStatutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is not required and such amendment materially adversely affects the interest interests of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Certificateholders shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or the Certificateholders have provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateLoans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Business Trust Statute); (c) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify Indenture or this Agreement, as applicable; (f) the Certificateholder in writing consent to the calling or waiver of any appointment default of a successor Paying Agentany Basic Document, (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, Authenticating Agent dissolve, terminate or Certificate Registrar within five Business Days thereof.liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement; (k) do any act that conflicts with any other Basic Document; (1) do any act which would make it impossible to carry on the ordinary business of the Trust;

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Owners shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Owners and the Securities Insurer in writing of the proposed action:action and the Owners and/or the Securities Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners and/or the Securities Insurer have withheld consent or the Owners have provided alternative direction (any direction by the Owners shall require the prior consent of the Securities Insurer): (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Home Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateHome Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Business Trust Statute); (c) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Securities Insurer is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Securities Insurer is not required and such amendment materially adversely affects the interest of the CertificateholderOwners; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify Indenture or this Agreement, as applicable. (f) the Certificateholder in writing consent to the calling or waiver of any appointment default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement; (k) do any act that conflicts with any other Basic Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.13 hereof; (m) confess a successor Paying Agentjudgment against the Trust; (n) possess Trust assets, Authenticating Agent or Certificate Registrar within five Business Days thereofassign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those set forth in this Trust Agreement.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 [ ] days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the [ ] day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificate) collection of the Mortgage Loans and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit and Administration Master Servicing Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Agent or Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Note Registrar, Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain MattersSection 4.01 PRIOR NOTICE TO TRANSFEROR WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, unless otherwise instructed by the Certificateholders, the Owner Trustee shall will not take action unless at least 30 thirty (30) days before the taking of such action, action the Owner Trustee shall have notified has given notice to the Certificateholder in writing of the proposed actionCertificateholders of: (a) the initiation of any claim or lawsuit on behalf of by the Issuer or the Owner Trust Trustee (except claims or lawsuits brought other than an action to collect on the Series CertificateTrust Assets) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust Issuer or the Owner Trustee (except with respect to the aforementioned claims or lawsuits other than an action to collect on the Series CertificateTrust Assets); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the any Certificateholder; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration Agreementany Certificateholder; or (ef) the appointment pursuant to the Indenture of a replacement or successor Note Registrar or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the Administrator or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the CertificateholderOwners; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Owners shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Owners in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or the Owners have provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Home Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateHome Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Business Trust Statute); (c) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderOwners; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify Indenture or this Agreement, as applicable; (f) the Certificateholder in writing consent to the calling or waiver of any appointment default of a successor Paying Agentany Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, Authenticating Agent dissolve, terminate or Certificate Registrar within five Business Days thereof.liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement; (k) do any act that conflicts with any other Basic Document; (1) do any act which would make it impossible to carry on the ordinary business of the Trust;

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain MattersPRIOR NOTICE TO OWNERS WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with the Series Certificatecollection of the Receivables); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (e) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Rating Agencies in writing of the proposed actionaction and (ii) Certificateholders holding not less than a majority of the aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain ---------------------------------------------------------- Matters. With respect to the following matters, the Owner Trustee shall not take ------- action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Security Insurer in writing of the proposed action:action and neither the Certificateholders (in accordance with Section 4.5) nor (so long as an Insurer Default shall not have occurred) the Security Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that it has withheld consent or provided alternative direction (provided that no consent or direction of the Certificateholders pursuant to this Section 4.1 shall be effective without the consent of the Security Insurer): (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificate) collection of the Receivables and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredCertificateholders); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Security Insurer is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Security Insurer is not required and such amendment materially and adversely affects the interest of the CertificateholderCertificateholders or the Security Insurer; (de) the amendment, change or modification of the Deposit Sale and Administration Servicing Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially and adversely affect the interests of the Certificateholders; (f) the consent to the calling, or waiver of the Certificateholder is not required under the terms any default of the Deposit and Administration Agreement; orany Basic Document; (eg) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar Servicer of its their respective obligations under any Basic Document; (h) except as provided in this Agreement dissolve, terminate or liquidate the IndentureTrust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (k) perform any act that to the actual knowledge of a Responsible Officer of the Owner Trustee conflicts with any of the Basic Documents; (l) perform any act which would make it impossible to carry on the ordinary business of the Trust as described in this Agreement; (m) confess a judgment against the Trust; (n) cause the Trust to lend any funds to any entity; (o) change the Trust's purpose and powers from those enumerated in this Agreement; or (p) possess Trust assets or assign the Trust's right to property for other than a Trust purpose. The Owner Trustee Servicer shall notify the Certificateholder Certificateholders and the Security Insurer in writing of any appointment of a successor Note Registrar, Certificate Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Indenture Trustee with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Indenture Trustee shall direct the Owner Trustee to take any action, unless (i) the Indenture Trustee has provided written consent to the Owner Trustee, (ii) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Transferor and the Indenture Trustee in writing of the proposed action:action and neither the Transferor nor the Indenture Trustee shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Indenture Trustee has provided alternative direction, and (iii) in the case of clauses (b), (c), (d), (g), (h), (i), (j), (k), (l) and (o), the Rating Agencies have confirmed that the taking of the proposed action would not result in a withdrawal or a reduction of the then-current ratings of the Notes. (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Home Equity Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateHome Equity Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Statutory Trust Statute); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent (as defined in the Indenture) or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, Paying Agent (as defined in the Paying AgentIndenture) or Indenture Trustee of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction Document; (g) the consent to the assignment by the Indenture Trustee of its obligations under any Transaction Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Sale and Servicing Agreement or the Indenture, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as permitted by the Transaction Documents, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; or (o) change the Trust's purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and other liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or HSBC Finance, and any of their respective affiliates. This Agreement and the Transaction Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. The Owner Trustee shall not have the power, except upon the written direction of the Transferor or the Indenture Trustee, and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Master Servicer, the Indenture Trustee or the Certificate Registrar Administrator, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of its obligations bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. Section 4.2 [Reserved].

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Owners with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall not take have notified the Certificateholders in writing of the proposed action unless at least 30 days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee shall have notified the Certificateholder in writing of prior to the proposed action30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or and lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and or the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except claims and lawsuits brought in connection with respect to the aforementioned claims or lawsuits to collect on collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust, (except to the Indenture by a supplemental indenture in circumstances where extent such amendment is required under the consent of any Noteholder is requiredBusiness Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of or other change to this Agreement or any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholderother Operative Document; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or[reserved]; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or, pursuant to this Agreement, of a successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee, Certificate Registrar or Trust Paying Agent of its obligations under the Paying AgentIndenture or this Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Operative Document; (g) the consent to the assignment of the Indenture Trustee or the Certificate Registrar Servicer of its their respective obligations under the IndentureOperative Documents; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Operative Documents; (k) do any act that conflicts with any Operative Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Owner Trustee Trust shall notify the Certificateholder in writing maintain its financial and accounting books and records separate from those of any appointment other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of a successor Paying Agentany other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor, Authenticating Agent or Certificate Registrar within five Business Days thereofthe Transferor, the Seller and the Servicer.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain MattersSection 4.1 PRIOR NOTICE TO THE TRANSFEROR [AND THE INSURER] WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor [nor the Insurer] shall direct the Owner Trustee to take any action, unless [(i) the Insurer has provided its written consent and (ii)] at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Transferor in writing of the proposed actionaction and neither the Transferor [nor the Insurer] shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor [or the Insurer] has provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Home Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateHome Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Business Trust Statute); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder [or the Insurer] is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder [or the Insurer] is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction Document; (g) the consent to the assignment by the Indenture Trustee of their respective obligations under any Transaction Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Sale and Servicing Agreement, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; or (o) change the Trust's purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or HFC, and any of their respective affiliates. This Agreement and the Transaction Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the direction of the Transferor [and with the consent of the Insurer (which consent shall not be unreasonably withheld)], and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Master Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. Section 4.2 [Reserved].

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action: (a) the initiation of any claim or lawsuit on behalf of the Owner Trust (except claims or lawsuits brought to collect on the Series Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on the Series Certificate); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain MattersSection 4.1 PRIOR NOTICE TO THE TRANSFEROR WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Indenture Trustee shall direct the Owner Trustee to take any action, unless (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Transferor and the Indenture Trustee in writing of the proposed actionaction and neither the Transferor nor the Indenture Trustee shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor has provided alternative direction, and (ii) in the case of clauses (b), (c), (d), (g), (i), (j), and (o), the Rating Agencies have confirmed in writing that the taking of the proposed action would not result in a withdrawal or reduction of the then-current ratings of the Notes: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust Trustee (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (b) [Reserved]; (c) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction Document; (g) the consent to the assignment by the Indenture Trustee of its respective obligations under any Transaction Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Sale and Servicing Agreement or the Indenture, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Owner Trustee on behalf of the Trust to incur, assume or guaranty any indebtedness other than as permitted by the Transaction Documents; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Owner Trustee on behalf of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Owner Trustee's right to property, for other than a Trust purpose; or (o) change the Trust's purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Owner Trustee shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Owner Trustee shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Owner Trustee shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Owner Trustee shall notify maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the Certificateholder in writing offices of the Seller or Compass Bank, and any of their respective affiliates. This Agreement and the Transaction Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. The pricing and other material terms of all transactions and agreements to which the Owner Trustee is a party shall be intrinsically fair to all parties thereto. The Owner Trustee shall not have the power, except upon the written direction of the Transferor and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) [institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent], (iii) [consent to the institution of bankruptcy or insolvency proceedings against the Trust], (iv) [file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy], (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) [cause the Trust to admit in writing its inability to pay its debts generally as they become due], or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "BANKRUPTCY ACTION"). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. Section 4.2 [Reserved].

Actions by Owner Trustee. SECTION 4.1Section 4.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect Subject to the following mattersSection 4.04, the Owner Trustee shall not take action action, with respect to the following matters, unless the Owner Trustee shall have notified the Certificateholders in writing, at least 30 days before the taking of such action, of the proposed action and the Holders of Trust Certificates evidencing at least a majority of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee shall have notified the Certificateholder in writing of prior to the proposed action30th day after such notice is given that such Holders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Contracts) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateContracts); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderOwners; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. A. Prior Notice to Certificateholder Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Certificateholders shall not direct the Owner Trustee to take any action, unless at least 30 days [__ days] before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Bond Insurer in writing of the proposed action:action and neither the Certificateholders nor the Bond Insurer shall have notified the Owner Trustee in writing prior to the [___ day] after such notice is given that such Certificateholders and/or the Bond Insurer have withheld consent or the Certificateholders have provided alternative direction (any direction by the Certificateholders shall require the prior consent of the Bond Insurer): (a) 1. the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); 2. the election by the Trust to file an amendment to the Certificate of Trust (b) unless such amendment is required to be filed under the Business Trust Statute); 3. the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder or the Bond Insurer is required; (c) 4. the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder or the Bond Insurer is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) 5. the appointment pursuant to the Indenture of a successor Bond Registrar, Trust Paying Agent, or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Note Bond Registrar, the Paying Agent, the or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.Trustee

Actions by Owner Trustee. SECTION 4.1. SECTION 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Rating Agencies in writing of the proposed action: action and (ii) Certificateholders holding not less than a majority of the aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); ; (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; ; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholder; Certificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Insurer with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Insurer shall direct the Owner Trustee to take any action, unless (i) the Insurer has provided its written consent and (ii) at least 30 days before the taking of such action, the Owner owner Trustee shall have notified the Certificateholder Transferor in writing of the proposed actionaction and neither the Transferor nor the Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Insurer has provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Statutory Trust Act); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer, is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the paying Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction (g) the consent to the assignment by the Indenture Trustee or the Seller of their respective obligations under any Transaction Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Section 3.16 of the Indenture, convey or transfer all or substantially all of the Trust’s assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; or (o) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall (i) maintain its financial and accounting books and records separate from those of any other entity; (ii) maintain its office and bank accounts separate from any other person or entity and to hold itself out as a separate entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of any Person, Noteholder or Affiliate; (v) other than as expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person, Noteholder or Affiliate; (vi) observe all formalities required under the Statutory Trust Act and other formalities required by the Transaction Documents; (vii) not guarantee or become obligated for the debts of any other person or entity; (viii) not hold out its credit as being available to satisfy the obligation of any other person or entity; (ix) not acquire the obligations or securities of its Noteholders or its Affiliates; (x) other than as expressly set forth herein, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xi) other than as expressly set forth herein, not pledge its assets for the benefit of any other person or entity; (xii) hold itself out as a separate entity from each Noteholder and not conduct any business in the name of any Noteholder; (xiii) correct any known misunderstanding regarding its separate identity; (xiv) not identify itself as a division of any other person or entity; (xv) other than as expressly set forth herein, the Trust will conduct business with the Noteholders or any Affiliate thereof on an arm’s-length basis; (xvi) maintain adequate capital in light of its contemplated business operations; (xvii) correct any known misunderstanding regarding its separate identity; and (xviii) maintain appropriate records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or the Seller, and any of their respective affiliates. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements (other than the issuance of the Notes and the Transaction Documents) to which the Trust is a party shall be intrinsically fair to all parties thereto; provided that the Owner Trustee shall be entitled to rely on the determination of such fact by any party entitled to direct the Owner Trustee to enter into such agreement or transaction on behalf of the Trust. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the direction of the Transferor and with the consent of the Insurer (which consent shall not be unreasonably withheld), and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Seller or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. Section 4.2 [Reserved].

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters4.1 PRIOR NOTICE TO OWNERS WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificate) collection of the Receivables and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholder; (de) the amendment, change or modification of the Deposit Sale and Administration Servicing Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Agent or Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Note Registrar, Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with collection of the Series CertificateReceivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (e) the appointment pursuant to the Indenture of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Registrar or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain MattersSection 4.1 PRIOR NOTICE TO CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Rating Agencies in writing of the proposed actionaction and (ii) Certificateholders holding not less than a majority of the aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredBusiness Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is not required and such amendment materially adversely affects the interest interests of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION Section 4.1. Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action: (a) the initiation of any claim or lawsuit on behalf of the Owner Trust (except claims or lawsuits brought to collect on the Series Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on the Series Certificate); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Rating Agencies in writing of the proposed actionaction and (ii) Certificateholders holding not less than a majority of the aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Certificateholders shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Note Insurer in writing of the proposed action:action and neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders and/or the Note Insurer have withheld consent or the Certificateholders have provided alternative direction (any direction by the Certificateholders shall require the prior consent of the Note Insurer): (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Business Trust Statute); (c) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder or the Note Insurer is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder or the Note Insurer is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Trust Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Paying Agent, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar or Trust Paying Agent of its obligations under the IndentureIndenture or this Agreement, as applicable. (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (k) do any act that conflicts with any other Basic Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those set forth in this Trust Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor, the Company and Mortgage Lenders Network. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and the Insurance Agreement remain in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Owners with Respect to Certain Matters. ; Covenants. (a) With respect to the following matters, the Owner Trustee shall not take action action, and the Owners shall not direct the Owner Trustee to take any action, unless at least 30 10 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Owners and the Initial Noteholder in writing of the proposed actionaction and the Owners and the Majority Noteholders shall not have notified the Owner Trustee in writing prior to the 10th day after such notice is given that such Owners have withheld consent or the Owners have provided alternative direction: (ai) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateLoans); (bii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (iii) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (civ) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderOwners; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (ev) the appointment pursuant to the Indenture of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Registrar or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable; (vi) the consent to the calling or waiver of any default of any Basic Document; (vii) the consent to the assignment by the Indenture Trustee or the Servicer of their respective obligations under any Basic Document; (viii) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or the conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) the Trust incurring, assuming or guaranteeing any indebtedness other than as set forth in this Agreement; (xi) the performance of any act that conflicts with any other Basic Document; (xii) the performance of any act which would make it impossible to carry on the ordinary business of the Trust; (xiii) confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) the Trust lends any funds to any entity; or (xvi) the Trust’s purpose and powers are changed from those set forth in this Trust Agreement. (b) The Owner Trustee on behalf of the Trust agrees to abide by the following restrictions: (i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness; (ii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Basic Documents and related documentation; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents and related documentation; and (v) other than as contemplated by the Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Depositor. (c) The Trust shall: (i) maintain books and records separate from any other person or entity; (ii) maintain its bank accounts separate from any other person or entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents and related documentation, pay its own liabilities and expenses only out of its own funds; (vi) observe all formalities required under the Statutory Trust Statute; (vii) enter into transactions with Affiliates or the Depositor only if each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in an arm’s length transaction with a person or entity that is not an Affiliate; (viii) not guarantee or become obligated for the debts of any other entity or person; (ix) not hold out its credit as being available to satisfy the obligation of any other person or entity; (x) not acquire the obligations or securities of its Affiliates or the Depositor; (xi) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xii) other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (xiii) hold itself out as a separate entity from the Depositor and not conduct any business in the name of the Depositor; (xiv) correct any known misunderstanding regarding its separate identity; and (xv) not identify itself as a division of any other person or entity. So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.1 without the prior written consent of 100% of the Noteholders. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the written direction of the Owners acting with the prior written consent of the Majority Noteholders (which consent shall be obtained by the Owners), and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Depositor or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Depositor.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Insurer with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Insurer shall direct the Owner Trustee to take any action, unless (i) the Insurer has provided its written consent and (ii) at least 30 days before the taking of such action, the Owner owner Trustee shall have notified the Certificateholder Transferor in writing of the proposed actionaction and neither the Transferor nor the Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Insurer has provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Statutory Trust Act); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer, is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the paying Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction (g) the consent to the assignment by the Indenture Trustee or the Seller of their respective obligations under any Transaction Document; (h) except as provided in Article D hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Section 3.16 of the Indenture, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; or (o) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall (i) maintain its financial and accounting books and records separate from those of any other entity; (ii) maintain its office and bank accounts separate from any other person or entity and to hold itself out as a separate entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of any Person, Noteholder or Affiliate; (v) other than as expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person, Noteholder or Affiliate; (vi) observe all formalities required under the Statutory Trust Act and other formalities required by the Transaction Documents; (vii) not guarantee or become obligated for the debts of any other person or entity; (viii) not hold out its credit as being available to satisfy the obligation of any other person or entity; (ix) not acquire the obligations or securities of its Noteholders or its Affiliates; (x) other than as expressly set forth herein, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xi) other than as expressly set forth herein, not pledge its assets for the benefit of any other person or entity; (xii) hold itself out as a separate entity from each Noteholder and not conduct any business in the name of any Noteholder; (xiii) correct any known misunderstanding regarding its separate identity; (xiv) not identify itself as a division of any other person or entity; (xv) other than as expressly set forth herein, the Trust will conduct business with the Noteholders or any Affiliate thereof on an arm's-length basis; (xvi) maintain adequate capital in light of its contemplated business operations; (xvii) correct any known misunderstanding regarding its separate identity; and (xviii) maintain appropriate records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or the Seller, and any of their respective affiliates. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements (other than the issuance of the Notes and the Transaction Documents) to which the Trust is a party shall be intrinsically fair to all parties thereto; provided that the Owner Trustee shall be entitled to rely on the determination of such fact by any party entitled to direct the Owner Trustee to enter into such agreement or transaction on behalf of the Trust. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the direction of the Transferor and with the consent of the Insurer (which consent shall not be unreasonably withheld), and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Seller or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. Section 4.2 [Reserved].

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) a. the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with the Series Certificatecollection of the Receivables); (b) b. the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) c. the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) d. the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (e) e. the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall will not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall will have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders will not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with collection of the Series CertificateReceivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with collection of the Series CertificateReceivables); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ed) the appointment pursuant to the Indenture of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Registrar or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following mattersmatters with respect to a Series and the related Subdivision, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders of such Series in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture for such Series by a supplemental indenture in circumstances where the consent of any related Noteholder is required; (cd) the amendment of the Indenture for such Series by a supplemental indenture in circumstances where the consent of any related Noteholder is not required and such amendment materially adversely affects the interest interests of the CertificateholderOwners of such Series; (de) the amendment, change or modification of the Deposit and Administration AgreementAgreement for such Series, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms Owners of the Deposit and Administration Agreementsuch Series; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee for such Series or pursuant to this Agreement of a successor Certificate Registrar for such Series, or the consent to the assignment by the such Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture for such Series or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Owners and Lender with Respect to Certain Matters. ; Covenants. (a) With respect to the following matters, the Owner Trustee shall not take action without the written consent of Lender, and the Owners shall not direct the Owner Trustee to take any action, unless at least 30 10 days (or such lesser time as agreed to by Owners and Lender) before the taking of such action, the Owner Trustee shall have notified the Certificateholder Owners and Lender in writing of the proposed actionaction and the Majority Certificateholders and the Lender shall have affirmatively consented in writing or have provided alternative directions in writing prior to the 10th day after such notice is given: (ai) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (bii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (iii) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Owner is required; (civ) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Owner is not required and such amendment materially adversely affects in any material respect the interest of any Owner who has not affirmatively consented thereto in writing or the CertificateholderLender; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (ev) the appointment pursuant to the Indenture of a successor Indenture Trustee Certificate Registrar pursuant to this Agreement, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under this Agreement; (vi) the Indenturecalling or waiver of any default of any Basic Document; (vii) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (viii) the merger or consolidation of the Trust with or into any other entity, or the conveyance or transfer of all or substantially all of the Trust's assets to any other entity; (ix) cause the Trust to incur, assume or guaranty or otherwise become contingently liable for any indebtedness other than as set forth in the Basic Documents; (x) the performance of any act that would violate any Basic Document; (xi) the performance of any act which would make it impossible to carry on the ordinary business of the Trust; (xii) consent to a confession of a judgment against the Trust; (xiii) the possession of Trust assets, or assignment of the Trust's right to property, for other than a Trust purpose; (xiv) cause the Trust to lend any funds to any entity; (xv) change the Trust's purpose and powers from those set forth in this Trust Agreement; (xvi) engage in any business activity in which it is not currently engaged other than as contemplated by the Basic Documents; (xvii) form, or cause to be formed, any subsidiaries or own or acquire any asset other than as contemplated by the Basic Documents; and (xviii) follow the directions or instructions of the Depositors other than as contemplated by the Basic Documents. (b) The Trust shall: (i) maintain books and records separate from any other person or entity; (ii) maintain its bank accounts separate from any other person or entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all formalities required under the Statutory Trust Statute; (vii) enter into transactions with any of its Affiliates or the Depositors only if each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in an arm's length transaction with a person or entity that is not an Affiliate; (viii) not guarantee or become obligated for the debts of any other entity or person; (ix) not hold out its credit as being available to satisfy the obligation of any other person or entity; (x) not acquire the obligations or securities of its Affiliates or the Depositors except as contemplated by the Basic Documents; (xi) other than as contemplated by the Basic Documents, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xii) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other person or entity; (xiii) hold itself out as a separate entity from the Depositor and the IOS Depositor and not conduct any business in the name of the Depositor or the IOS Depositor; (xiv) correct any known misunderstanding regarding its separate identity; and (xv) not identify itself as a division of any other person or entity. Until the obligations under the Loan Agreement are paid in full and the Loan Agreement has been terminated, the Trust shall not amend this Section 4.1 without the prior written consent of the Lender. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the written direction of the Majority Certificateholders acting with the prior written consent of the Lender (which consent shall be obtained by the Owners), and to the extent otherwise consistent with the Basic Documents, to (i) institute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (v) make any assignment for the benefit of the Trust's creditors, (vi) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (vii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). Until the Obligations under the Loan Agreement have been paid in full and the Loan Agreement has been terminated, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Depositors or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Depositors.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement, Administrative Agent Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust Issuer (except claims or lawsuits brought to collect on the Series Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on the Series Certificate); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholder; (de) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. ------------------------------------------------------ With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans; (b) the election by the Trust to collect on file an amendment to the Series CertificateCertificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderOwners; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder the Residual Interestholder with Respect to ----------------------------------------------------------- Certain Matters. With respect to the following matters, the Owner Trustee --------------- shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Residual Interestholder in writing of the proposed actionaction and the Residual Interestholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Residual Interestholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with collection of the Series CertificateReceivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with collection of the Series CertificateReceivables); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration AgreementResidual Interestholder; or (ed) the appointment pursuant to the Indenture of a successor Note Registrar or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the Registrar or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is 10 TRUST AGREEMENT 16 given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with the Series Certificatecollection of the Receivables); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (e) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Insurer with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Insurer shall direct the Owner Trustee to take any action, unless (i) the Insurer has provided its written consent and (ii) at least 30 days before the taking of such action, the Owner owner Trustee shall have notified the Certificateholder Transferor in writing of the proposed actionaction and neither the Transferor nor the Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Insurer has provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); ; (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Statutory Trust Act); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer, is required; ; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer is not required and such amendment materially adversely affects the interest of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration AgreementTransferor; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the paying Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction (g) the consent to the assignment by the Indenture Trustee or the Seller of their respective obligations under any Transaction Document; (h) except as provided in Article D{ hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Section 3.16 of the Indenture, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; or (o) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall (i) maintain its financial and accounting books and records separate from those of any other entity; (ii) maintain its office and bank accounts separate from any other person or entity and to hold itself out as a separate entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of any Person, Noteholder or Affiliate; (v) other than as expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person, Noteholder or Affiliate; (vi) observe all formalities required under the Statutory Trust Act and other formalities required by the Transaction Documents; (vii) not guarantee or become obligated for the debts of any other person or entity; (viii) not hold out its credit as being available to satisfy the obligation of any other person or entity; (ix) not acquire the obligations or securities of its Noteholders or its Affiliates; (x) other than as expressly set forth herein, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xi) other than as expressly set forth herein, not pledge its assets for the benefit of any other person or entity; (xii) hold itself out as a separate entity from each Noteholder and not conduct any business in the name of any Noteholder; (xiii) correct any known misunderstanding regarding its separate identity; (xiv) not identify itself as a division of any other person or entity; (xv) other than as expressly set forth herein, the Trust will conduct business with the Noteholders or any Affiliate thereof on an arm's-length basis; (xvi) maintain adequate capital in light of its contemplated business operations; (xvii) correct any known misunderstanding regarding its separate identity; and (xviii) maintain appropriate records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or the Seller, and any of their respective affiliates. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements (other than the issuance of the Notes and the Transaction Documents) to which the Trust is a party shall be intrinsically fair to all parties thereto; provided that the Owner Trustee shall be entitled to rely on the determination of such fact by any party entitled to direct the Owner Trustee to enter into such agreement or transaction on behalf of the Trust. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the direction of the Transferor and with the consent of the Insurer (which consent shall not be unreasonably withheld), and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Seller or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. Section 4.2 [Reserved].

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholder;Certificateholders; TRUST AGREEMENT (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is TRUST AGREEMENT given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with the Series Certificatecollection of the Receivables); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (e) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders, the Insurer and the Rating Agencies in writing of the proposed actionaction and (ii) the Insurer, if no Insurer Default shall have occurred and be continuing, or, if an Insurer Default shall have occurred and be continuing, the Holders of Certificates evidencing not less than 51% of the Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Insurer and such Holders have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, proceeding, investigation, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (bii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (civ) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the CertificateholderCertificateholders; (dv) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (evi) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Indenture or this Agreement, as applicable; provided, however, that the Owner Trustee shall notify not take action with respect to any of the Certificateholder in writing foregoing matters if such action would reasonably be expected to materially adversely affect the interests of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereofthe Insurer.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Certificateholders with Respect ----------------------------------------------- to Certain Matters. With respect to the following matters, the Owner Trustee ------------------ shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affects affect the interest interests of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Certificateholders with Respect to -------------------------------------------------- Certain Matters. With respect to the following matters, the Owner Trustee shall --------------- not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affects affect the interest interests of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1Section 4.01. Prior Notice to Certificateholder Owner and Transferor with Respect to Certain Matters. With respect to the following matters, unless otherwise instructed by the Owner Trustee Transferor, the Trust shall not take action unless at least 30 days before the taking of such action, action the Owner Trustee shall have notified the Certificateholder Owner and the Transferor in writing of the proposed actionwriting: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection and the Series CertificateReceivables brought by the Trust); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredStatutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or otherwise in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other Transaction Document to which the Trust is a party in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a replacement or successor Transfer Agent and Registrar, Administrator or Indenture Trustee Trustee, or the consent to the assignment by the Note Transfer Agent and Registrar, the Paying Agent, the Administrator or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and TRUST AGREEMENT such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Section 4.01 Prior Notice to Certificateholder Owners with Respect to Certain Matters. With ------------------------------------------------------ respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans; (b) the election by the Trust to collect on file an amendment to the Series CertificateCertificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderOwners; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Owners shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Owners and the Securities Insurer in writing of the proposed action:action and the Owners and/or the Securities Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners and/or the Securities Insurer have withheld consent or the Owners have provided alternative direction (any direction by the Owners shall require the prior consent of the Securities Insurer): (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Home Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateHome Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Business Trust Statute); (c) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Securities Insurer is required; ; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Securities Insurer is not required and such amendment materially adversely affects the interest of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Indenture Trustee with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Indenture Trustee shall direct the Owner Trustee to take any action, unless (i) the Indenture Trustee has provided written consent to the Owner Trustee, (ii) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Transferor and the Indenture Trustee in writing of the proposed action:action and neither the Transferor nor the Indenture Trustee shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Indenture Trustee has provided alternative direction, and (iii) in the case of clauses (b), (c), (d), (g), (h), (i), (j), (k), (l) and (o), the Rating Agencies have confirmed that the taking of the proposed action would not result in a withdrawal or a reduction of the then-current ratings of the Notes. (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Home Equity Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateHome Equity Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Statutory Trust Statute); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent (as defined in the Indenture) or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, Paying Agent (as defined in the Paying AgentIndenture) or Indenture Trustee of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction Document; (g) the consent to the assignment by the Indenture Trustee of its obligations under any Transaction Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Sale and Servicing Agreement or the Indenture, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as permitted by the Transaction Documents, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; or (o) change the Trust's purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and other liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or HSBC Finance, and any of their respective affiliates. This Agreement and the Transaction Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. The Owner Trustee shall not have the power, except upon the written direction of the Transferor or the Indenture Trustee, and to the extent otherwise consistent with the Transaction Documents, to remove or replace the Master Servicer, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereofAdministrator.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Administration Servicing Agreement, except to any amendment where the consent of the any Certificateholder is not required under the terms of the Deposit Sale and Administration Servicing Agreement; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Indenture Trustee with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Indenture Trustee shall direct the Owner Trustee to take any action, unless (i) the Indenture Trustee has provided written consent to the Owner Trustee, (ii) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Transferor and the Indenture Trustee in writing of the proposed action:action and neither the Transferor nor the Indenture Trustee shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Indenture Trustee has provided alternative direction, and (iii) in the case of clauses (b), (c), (d), (g), (h), (i), (j), (k), (l) and (o), the Rating Agencies have confirmed that the taking of the proposed action would not result in a withdrawal or a reduction of the then-current ratings of the Notes. (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Home Equity Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateHome Equity Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Statutory Trust Statute); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction Document; (g) the consent to the assignment by the Indenture Trustee of its obligations under any Transaction Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Sale and Servicing Agreement or the Indenture, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as permitted by the Transaction Documents, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; or (o) change the Trust's purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and other liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or HFC, and any of their respective affiliates. This Agreement and the Transaction Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the written direction of the Transferor or the Indenture Trustee, and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Master Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. Section 4.2 [Reserved].

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters4.1 PRIOR NOTICE TO OWNERS WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders, and the Holder of the Voting Interest in writing of the proposed action: (a) action and the Holder of the Voting Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that it has withheld consent or, provided alternative direction: the initiation of any material claim or lawsuit on behalf of by the Owner Trust (Trust, except claims or lawsuits brought to collect on in connection with the Series Certificate) collection of the Loans, and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Loans); the election by the Trust to collect on file an amendment to the Series CertificateCertificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (b) ; the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration AgreementBasic Document; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or, pursuant to this Agreement, of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture. The Owner Trustee shall notify Indenture or this Agreement, as applicable; the Certificateholder in writing consent to the calling or waiver of any appointment default under any Basic Document; the consent to the assignment by the Indenture Trustee or Servicer of a successor Paying Agenttheir respective obligations under any Basic Document; except as provided in Article IX hereof, Authenticating Agent dissolve, terminate or Certificate Registrar within five Business Days thereof.liquidate the Trust in whole or in part; merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in the Basic Documents; perform any act that conflicts with any other Basic Document; perform any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with the Series Certificatecollection of the Receivables); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (e) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Administration Servicing Agreement, except to any amendment where the consent of the any Certificateholder is not required under the terms of the Deposit Sale and Administration Servicing Agreement; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Indenture Trustee with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Indenture Trustee shall direct the Owner Trustee to take any action, unless (i) the Indenture Trustee has provided written consent to the Owner Trustee, (ii) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Transferor and the Indenture Trustee in writing of the proposed action:action and neither the Transferor nor the Indenture Trustee shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Indenture Trustee has provided alternative direction, and (iii) in the case of clauses (b), (c), (d), (g), (h), (i), (j), (k), (l) and (o), the Rating Agencies have confirmed that the taking of the proposed action would not result in a withdrawal or a reduction of the then-current ratings of the Notes. (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Home Equity Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateHome Equity Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Statutory Trust Statute); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent (as defined in the Indenture) or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, Paying Agent (as defined in the Paying AgentIndenture) or Indenture Trustee of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction Document; (g) the consent to the assignment by the Indenture Trustee of its obligations under any Transaction Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Sale and Servicing Agreement or the Indenture, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as permitted by the Transaction Documents, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; or (o) change the Trust's purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and other liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or HFC, and any of their respective affiliates. This Agreement and the Transaction Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. The Owner Trustee shall not have the power, except upon the written direction of the Transferor or the Indenture Trustee, and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Master Servicer, the Indenture Trustee or the Certificate Registrar Administrator, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of its obligations bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. Section 4.2 [Reserved].

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Indenture Trustee with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Indenture Trustee shall direct the Owner Trustee to take any action, unless (i) the Indenture Trustee has provided written consent to the Owner Trustee, (ii) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Transferor and the Indenture Trustee in writing of the proposed action:action and neither the Transferor nor the Indenture Trustee shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Indenture Trustee has provided alternative direction, and (iii) in the case of clauses (b), (c), (d), (g), (h), (i), (j), (k), (l) and (o), the Rating Agencies have confirmed that the taking of the proposed action would not result in a withdrawal or a reduction of the then-current ratings of the Notes. (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Home Equity Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateHome Equity Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Statutory Trust Statute); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction Document; (g) the consent to the assignment by the Indenture Trustee of its obligations under any Transaction Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Sale and Servicing Agreement or the Indenture, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as permitted by the Transaction Documents, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; or (o) change the Trust's purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and other liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or HFC, and any of their respective affiliates. This Agreement and the Transaction Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the written direction of the Transferor or the Indenture Trustee, and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Master Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificate) collection of the Receivables and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Administration Servicing Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Agent or Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Note Registrar, Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Rating Agencies in writing of the proposed actionaction and (ii) Certificateholders holding not less than a majority of the aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredBusiness Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or Swap Counterparty is not required and such amendment materially adversely affects the interest interests of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 ___ days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the _____ day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans; (b) the election by the Trust to collect on file an amendment to the Series CertificateCertificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderOwners; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the 10 TRUST AGREEMENT 16 compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain MattersMattersIt is the intention of the Depositor and the Certificateholders that the powers and duties of the Owner Trustee are ministerial and non-ministerial; provided, however, that any non-ministerial action (including the taking of any legal action) may only be taken by the Owner Trustee in accordance with this Section 4.1. With respect to the following matters, the Owner Trustee shall not take action unless unless, (I) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Rating Agencies in writing of the proposed actionaction and (II) Certificateholders holding not less than a majority of the Aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of any of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Note Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders, the Insurer and the Rating Agencies in writing of the proposed actionaction and (ii) the Insurer, if no Insurer Default shall have occurred and be continuing, or, if an Insurer Default shall have occurred and be continuing, the Holders of Certificates evidencing not less than 51% of the Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Insurer or such Holders, as applicable, have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, proceeding, investigation, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (bii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (civ) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the CertificateholderCertificateholders; (dv) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (evi) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Indenture or this Agreement, as applicable; provided, however, that the Owner Trustee shall notify not take action with respect to any of the Certificateholder in writing foregoing matters if such action would reasonably be expected to materially adversely affect the interests of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereofthe Insurer.

Actions by Owner Trustee. SECTION 4.1Section 4.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect Subject to the following mattersSection 4.04, the Owner Trustee shall not take action action, with respect to the following matters, unless the Owner Trustee shall have notified the Certificateholders in writing, at least 30 days before the taking of such action, of the proposed action and the Holders of Trust Certificates evidencing at least a majority of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee shall have notified the Certificateholder in writing of prior to the proposed action30th day after such notice is given that such Holders have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Contracts) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateContracts); (bii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (civ) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderOwners; (dv) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (evi) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Certificateholders and Note Insurer with ----------------------------------------------------------- Respect to Certain Matters. With respect to the following matters, the Owner ----------------------------- Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Note Insurer and the Certificateholders in writing of the proposed actionaction and neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer have withheld consent or provided alternative direction; provided, however, that any direction by the Certificateholders shall require the prior consent of the Note Insurer: (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans or under the Pooled Certificates) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans or under the Pooled Certificates); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredBusiness Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Note Insurer is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Note Insurer is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders or the Note Insurer; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Paying Agent or Indenture Trustee or pursuant to the Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or the Trust Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (i) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust's assets to any other entity; (j) the incurrence, assumption or guaranty in the Trust of any indebtedness other than as set forth in the Trust Agreement or the Basic Documents; (k) the doing of any act that conflicts with any of the Basic Documents; (l) the doing of any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof; (m) the confession of a judgment against the Trust; (n) the possession of Trust assets, or assignment of the Trust's right to property, for other than a Trust purpose as determined pursuant to the Trust Agreement and the other Basic Documents; (o) the lending by the Trust of any funds to any Person; (p) the change in the Trust's purpose and powers from those set forth in this Trust Agreement; or (q) the removal or replacement of the Servicer or the Indenture Trustee. In addition the Trust shall not commingle its assets with those of any other entity. The Owner Trustee Trust shall notify the Certificateholder in writing maintain its financial and accounting books and records separate from those of any appointment other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereofany other entity.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Notice, and Consent of, Owner and Lender with Respect to Certain Matters. ; Covenants. (a) With respect to the following matters, the Owner Trustee shall not take action without the written consent of Lender, and the Owner shall not direct the Owner Trustee to take any action, unless at least 30 10 days (or such lesser time as agreed to by Owner and Lender) before the taking of such action, action the Owner Trustee shall have notified the Certificateholder Owner and Lender in writing of the proposed actionaction and the Owners and Lender shall have affirmatively consented in writing or the Owner and Lender have provided alternative direction in writing prior to the 10th day after such notice is given: (ai) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (bii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (iii) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Owner or Lender is required; (civ) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Owner or Lender is not required and such amendment materially adversely affects in any material respect the interest of any Owner that has not affirmatively consented thereto in writing or the CertificateholderLender; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (ev) the appointment pursuant to the Indenture of a successor Indenture Trustee Certificate Registrar pursuant to this Agreement or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under this Agreement; (vi) the Indenturecalling or waiver of any default of any Basic Document; (vii) the consent to the assignment by the Servicer of its obligations under any Basic Document; (viii) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or the conveyance or transfer of all or substantially all of the Trust's assets to any other entity; (x) cause the Trust to incur, assume or guaranty or otherwise become contingently liable for any indebtedness other than as set forth in the Basic Documents; (xi) the performance of any act that would violate any Basic Document; (xii) the performance of any act which would make it impossible to carry on the ordinary business of the Trust; (xiii) consent to a confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust's right to property, for other than a Trust purpose; (xv) cause the Trust to lend any funds to any entity; or (xvi) change the Trust's purpose and powers from those set forth in this Trust Agreement. (xvii) engage in any business activity in which it is not currently engaged other than as contemplated by the Basic Documents; (xviii) form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents; and (xix) follow the directions or instructions of the Depositor other than as contemplated by the Basic Documents. (b) The Trust shall: (i) maintain books and records separate from any other person or entity; (ii) maintain its bank accounts separate from any other person or entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all formalities required under the Statutory Trust Statute; (vii) enter into transactions with any of its Affiliates or the Depositor only if each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in an arm's length transaction with a person or entity that is not an Affiliate; (viii) not guarantee or become obligated for the debts of any other entity or person; (ix) not hold out its credit as being available to satisfy the obligation of any other person or entity; (x) not acquire the obligations or securities of its Affiliates or the Depositor; (xi) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xii) other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (xiii) hold itself out as a separate entity from the Depositor and not conduct any business in the name of the Depositor; (xiv) correct any known misunderstanding regarding its separate identity; and (xv) not identify itself as a division of any other person or entity. Until the "Obligations," as defined in the Loan Agreement, have been paid in full and the Loan Agreement has been terminated, the Trust shall not amend this Section 4.1 without the prior written consent of the Lender. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the written direction of the Owners acting with the prior written consent of the Lender (which consent shall be obtained by the Owners), and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Loan Agreement remains in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Depositor or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Depositor.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Insurer with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Insurer shall direct the Owner Trustee to take any action, unless (i) the Insurer has provided its written consent and (ii) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Transferor in writing of the proposed actionaction and neither the Transferor nor the Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Insurer have provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Business Trust Statute); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction Document; (g) the consent to the assignment by the Indenture Trustee or the Seller of their respective obligations under any Transaction Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Sale and Servicing Agreement, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; or (o) change the Trust's purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or the Seller, and any of their respective affiliates. This Agreement and the Transaction Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the direction of the Transferor and with the consent of the Insurer (which consent shall not be unreasonably withheld), and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Seller or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. Section 4.2 [Reserved].

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. ------------------------------------------------------ With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Insurer with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Insurer shall direct the Owner Trustee to take any action, unless (i) the Insurer has provided its written consent and (ii) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Transferor in writing of the proposed actionaction and neither the Transferor nor the Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Insurer have provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Business Trust Statute); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify ; (f) the Certificateholder in writing consent to the calling or waiver of any appointment default of a successor Paying Agentany Transaction Document; (g) the consent to the assignment by the Indenture Trustee or the Seller of their respective obligations under any Transaction Document; (h) except as provided in Article IX hereof, Authenticating Agent dissolve, terminate or Certificate Registrar within five Business Days thereof.liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Sale and Servicing Agreement, convey or transfer all or substantially all of the Trust's assets to any other entity;

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters4.1 PRIOR NOTICE TO OWNERS WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) a. the initiation of any material claim or lawsuit on behalf of the Owner Trust by Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with the Series Certificatecollection of the Receivables); (b) b. the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) c. the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) d. the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (e) e. the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder the Certificateholders and the Insurer with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Insurer in writing of the proposed actionaction and the Certificateholders prior to the 30th day after such notice is given shall not have notified the Owner Trustee in writing that the Certificateholders and the Insurer have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Auto Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on brought in connection with collection of the Series CertificateAuto Loans); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the Certificateholder; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ed) the appointment pursuant to the Indenture of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Registrar or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separately from those of any other entity. Except as expressly set forth herein, the Trust shall not pay any indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its offices separate from the offices of the Company, Flagship LLC, the Depositor and the Servicer. SECTION 4.02. Action by the Certificateholders and the Insurer with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the written direction of the Certificateholders and the Insurer and as expressly provided for in the Transaction Documents to (a) to remove the Servicer under the Sales and Servicing Agreement or (b) to sell the Auto Loans after the termination of the Indenture. The Owner Trustee shall notify take the Certificateholder actions referred to in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereofthe preceding sentence only upon written instructions signed by the Certificateholders and the Insurer.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Insurer with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Insurer shall direct the Owner Trustee to take any action, unless (i) the Insurer has provided its written consent and (ii) at least 30 days before the taking of such action, the Owner owner Trustee shall have notified the Certificateholder Transferor in writing of the proposed actionaction and neither the Transferor nor the Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Insurer has provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Statutory Trust Act); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer, is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the paying Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction (g) the consent to the assignment by the Indenture Trustee or the Seller of their respective obligations under any Transaction Document; (h) except as provided in Article D{ hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Section 3.16 of the Indenture, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; or (o) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall (i) maintain its financial and accounting books and records separate from those of any other entity; (ii) maintain its office and bank accounts separate from any other person or entity and to hold itself out as a separate entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of any Person, Noteholder or Affiliate; (v) other than as expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person, Noteholder or Affiliate; (vi) observe all formalities required under the Statutory Trust Act and other formalities required by the Transaction Documents; (vii) not guarantee or become obligated for the debts of any other person or entity; (viii) not hold out its credit as being available to satisfy the obligation of any other person or entity; (ix) not acquire the obligations or securities of its Noteholders or its Affiliates; (x) other than as expressly set forth herein, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xi) other than as expressly set forth herein, not pledge its assets for the benefit of any other person or entity; (xii) hold itself out as a separate entity from each Noteholder and not conduct any business in the name of any Noteholder; (xiii) correct any known misunderstanding regarding its separate identity; (xiv) not identify itself as a division of any other person or entity; (xv) other than as expressly set forth herein, the Trust will conduct business with the Noteholders or any Affiliate thereof on an arm's-length basis; (xvi) maintain adequate capital in light of its contemplated business operations; (xvii) correct any known misunderstanding regarding its separate identity; and (xviii) maintain appropriate records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or the Seller, and any of their respective affiliates. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements (other than the issuance of the Notes and the Transaction Documents) to which the Trust is a party shall be intrinsically fair to all parties thereto; provided that the Owner Trustee shall be entitled to rely on the determination of such fact by any party entitled to direct the Owner Trustee to enter into such agreement or transaction on behalf of the Trust. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the direction of the Transferor and with the consent of the Insurer (which consent shall not be unreasonably withheld), and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Seller or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. Section 4.2 [Reserved].

Actions by Owner Trustee. SECTION 4.1Section 4.01. Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed actionaction and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought other than an action to collect on the Series Certificatea Receivable) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits other than an action to collect on the Series Certificatea Receivable); (b) the election by the Trust to file an amendment to the Certificate of Trust; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholder; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholder; or (ef) the appointment pursuant to the Indenture of a successor Indenture Note Registrar, Paying Agent or Trustee or the appointment pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Agent or Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust Issuer (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee Issuer (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Administration Servicing Agreement, except to any amendment where the consent of the any Certificateholder is not required under the terms of the Deposit Sale and Administration Servicing Agreement; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholder Certificateholders in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor [and the Insurer] with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor [nor the Insurer] shall direct the Owner Trustee to take any action, unless [ (i) the Insurer has provided its written consent and (ii)] at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Transferor in writing of the proposed actionaction and neither the Transferor [nor the Insurer] shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor [or the Insurer] has provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Home Equity Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateHome Equity Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Business Trust Statute); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder [or the Insurer] is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder [or the Insurer] is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction Document; (g) the consent to the assignment by the Indenture Trustee of their respective obligations under any Transaction Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Sale and Servicing Agreement, convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; or (o) change the Trust's purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or HFC, and any of their respective affiliates. This Agreement and the Transaction Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the direction of the Transferor [and with the consent of the Insurer (which consent shall not be unreasonably withheld)], and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Master Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

Actions by Owner Trustee. SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters1 PRIOR NOTICE TO CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN MATTERS. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Rating Agencies in writing of the proposed actionaction and (ii) Certificateholders holding not less than a majority of the aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on by the Series CertificateServicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection by the Series CertificateServicer of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit Sale and Servicing Agreement or the Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Paying Agent, the Notes or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action: (a) the initiation of any claim or lawsuit on behalf of the Owner Trust (except claims or lawsuits brought to collect on the Series Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on the Series Certificate); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholder; (de) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (ef) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Actions by Owner Trustee. SECTION 4.1Section 4.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans; (b) the election by the Trust to collect on file an amendment to the Series CertificateCertificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderOwners; (de) the amendment, change or modification of the Deposit and Administration Master Servicing Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. -------------------------------------------------------- With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans; (b) the election by the Trust to collect on file an amendment to the Series CertificateCertificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderOwners; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.1. Section 4.1 Prior Notice to Certificateholder the Transferor and the Insurer with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and neither the Transferor nor the Insurer shall direct the Owner Trustee to take any action, unless (i) the Insurer has provided its written consent and (ii) at least 30 days before the taking of such action, the Owner owner Trustee shall have notified the Certificateholder Transferor in writing of the proposed actionaction and neither the Transferor nor the Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Transferor has withheld consent or the Transferor or the Insurer has provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Statutory Trust Act); (c) the amendment or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer, is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Transaction Document in circumstances where the consent of any Noteholder or the Insurer is not required and such amendment materially adversely affects the interest of the CertificateholderTransferor; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar, the Paying Agent, the paying Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture; (f) the consent to the calling or waiver of any default of any Transaction (g) the consent to the assignment by the Indenture Trustee or the Seller of their respective obligations under any Transaction Document; (h) except as provided in Article D{ hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or, except as contemplated by the Section 3.16 of the Indenture, convey or transfer all or substantially all of the Trust’s assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement; (k) do any act that conflicts with any other Transaction Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; or (o) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, except as specifically contemplated by the Transaction Documents, the Trust shall not commingle its assets with those of any other entity. The Trust shall (i) maintain its financial and accounting books and records separate from those of any other entity; (ii) maintain its office and bank accounts separate from any other person or entity and to hold itself out as a separate entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of any Person, Noteholder or Affiliate; (v) other than as expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other Person, Noteholder or Affiliate; (vi) observe all formalities required under the Statutory Trust Act and other formalities required by the Transaction Documents; (vii) not guarantee or become obligated for the debts of any other person or entity; (viii) not hold out its credit as being available to satisfy the obligation of any other person or entity; (ix) not acquire the obligations or securities of its Noteholders or its Affiliates; (x) other than as expressly set forth herein, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xi) other than as expressly set forth herein, not pledge its assets for the benefit of any other person or entity; (xii) hold itself out as a separate entity from each Noteholder and not conduct any business in the name of any Noteholder; (xiii) correct any known misunderstanding regarding its separate identity; (xiv) not identify itself as a division of any other person or entity; (xv) other than as expressly set forth herein, the Trust will conduct business with the Noteholders or any Affiliate thereof on an arm’s-length basis; (xvi) maintain adequate capital in light of its contemplated business operations; (xvii) correct any known misunderstanding regarding its separate identity; and (xviii) maintain appropriate records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or the Seller, and any of their respective affiliates. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Transferor. The pricing and other material terms of all transactions and agreements (other than the issuance of the Notes and the Transaction Documents) to which the Trust is a party shall be intrinsically fair to all parties thereto; provided that the Owner Trustee shall be entitled to rely on the determination of such fact by any party entitled to direct the Owner Trustee to enter into such agreement or transaction on behalf of the Trust. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the direction of the Transferor and with the consent of the Insurer (which consent shall not be unreasonably withheld), and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Seller or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, the Transferor shall not have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. Section 4.2 [Reserved].

Actions by Owner Trustee. SECTION 4.1. 4.1 Prior Notice to Certificateholder Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Certificateholders shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders and the Bond Insurer in writing of the proposed action:action and neither the Certificateholders nor the Bond Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders and/or the Bond Insurer have withheld consent or the Certificateholders have provided alternative direction (any direction by the Certificateholders shall require the prior consent of the Bond Insurer): (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Indenture by a supplemental indenture Business Trust Statute); (c) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder or the Bond Insurer is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Note Bond Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar or Trust Paying Agent of its obligations under the IndentureIndenture or this Agreement, as applicable. (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement; (k) do any act that conflicts with any other Basic Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those set forth in this Trust Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor, ACC and AFC. The Owner Trustee shall notify not have the Certificateholder in writing power, except upon the direction of the Certificateholders with the consent of the Bond Insurer, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Paying Agentreceiver, Authenticating Agent liquidator, assignee, trustee, sequestrator (or Certificate Registrar within five Business Days thereofany similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Bond Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Depositor or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Depositor.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder and Consent by Certificateholders with ------------------------------------------------------ Respect to Certain Matters. With respect to the following matters, the Owner Trustee Trust -------------------------- shall not take action unless at least 30 five days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders holding a Percentage Interest of not less than 66% shall not, prior to the fifth day after such notice is given, have notified the Owner Trustee in writing that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on the Series Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust; (b) the election by the Trust or the Owner Trustee (except with respect to file an amendment to the aforementioned claims or lawsuits Certificate of Trust (unless such amendment is required to collect on be filed under the Series CertificateBusiness Trust Statute); (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholderCertificateholders; (d) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (e) the appointment pursuant to the Indenture of a successor Paying Agent or Indenture Trustee or pursuant to the Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the IndentureIndenture or the Trust Agreement, as applicable; (f) the consent to the calling or waiver of any Event of Default of any Basic Document; (g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (i) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust's assets to any other entity; (j) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement or the Basic Documents; (k) the doing of any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (l) the confession of a judgment against the Trust; (m) the possession of Trust assets, or assignment of the Trust's right to property, for other than a purpose permitted under Section 2.03; (n) the lending by the Trust of any funds to any entity; (o) the change in the Trust's purpose and powers from those set forth in the Trust Agreement; or (p) the removal or replacement of the Servicer or the Indenture Trustee. In addition, the Trust shall not commingle its assets with those of any other entity. The Owner Trustee Trust shall notify the Certificateholder in writing maintain its financial and accounting books and records separate from those of any appointment other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereofany other entity.

Actions by Owner Trustee. SECTION 4.1. 4.01 Prior Notice to Certificateholder Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed actionaction and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affects affect the interest interests of the CertificateholderCertificateholders; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementCertificateholders; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Actions by Owner Trustee. SECTION 4.14.01. Prior Notice to Certificateholder Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed action:action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: 11 (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Receivables) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateReceivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest interests of the CertificateholderOwners; (de) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwners; or (ef) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.