Common use of Acts of Certificateholders Clause in Contracts

Acts of Certificateholders. (a) Any direction, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement and conclusive in favor of the Trustee, the Company and the related Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Delaware Trustee, the Custodian, the Securities Administrator, the Seller, Xxxxxxxxx, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Delaware Trustee, the Custodian, the Securities Administrator, the Seller, Xxxxxxxxx, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the Guarantor, any related Owner Delaware Trustee, any related Owner Participant the Custodian, the Securities Administrator, the Seller, the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Delaware Trustee, the Custodian, the Securities Administrator, the Seller, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the Guarantor, any related Owner Delaware Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine Custodian, the Certificateholders in respect of Securities Administrator, the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, prioritySeller, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Seller, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Seller, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Seller, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Seller, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Seller, any related Owner Participant or any Affiliate of any such Personthe Master Servicer, as the case may be. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Except as otherwise specifically provided herein, whenever Certificateholder approval, authorization, direction, notice, consent, waiver or other action is required hereunder, such approval, authorization, direction, notice, consent, waiver or other action shall be deemed to have been given or taken on behalf of, and shall be binding upon, all Certificateholders if agreed to by Holders of Certificates of the specified Class or Classes evidencing, as to each such Class, Percentage Interests aggregating 51% or more. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsServicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Servicer and the related Loan Trustee, Vanderbilt if made in the manner provided in this Section. (bc) The fact and date of the execution by any Person Certificateholder of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (cd) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (de) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action act by the a Certificateholder of any Certificate shall bind the Certificateholder every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done by the Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Certificatesecurity. (f) Except as otherwise provided in Section 1.04(c), Certificates The Trustee may require such additional proof of any series owned by or pledged matter referred to any Person in this Section as it shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesdeem necessary.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Grantor Trustee andand/or, where it is hereby expressly required pursuant to by this Agreement, to the Company or any Loan Trustee. Such instrument or instruments (and Depositor and/or the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsPaying Agent. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Paying Agent, the Grantor Trustee, the Company Certificate Registrar and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 9.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Grantor Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates (notwithstanding any notation of any series Outstanding have given any directionownership or other writing on such Certificates, consent or waiver (except an endorsement in accordance with Section 4.02 made on a "Direction"), under this Agreement, Certificates owned Certificate presented in accordance with Section 4.04) shall be proved by the CompanyCertificate Register, and neither the Grantor Trustee, the GuarantorPaying Agent, the Certificate Registrar, the Depositor nor any related Owner Trustee, any related Owner Participant or any Affiliate of successor to any such Person parties shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned affected by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes notice to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Personcontrary. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by of the Certificateholder holder of any Certificate shall bind every future holder of the Certificateholder same Certificate and the holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor thereof, if applicable, or in lieu thereofthereof with respect to anything done, omitted or suffered to be done by the Grantor Trustee, the Depositor, the Paying Agent, the Certificate Registrar or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such CertificateCertificates. (fe) Except In determining whether the Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Grantor Trustee, the Paying Agent, the Certificate Registrar, the Depositor or any Affiliate thereof shall be disregarded, except as otherwise provided in Section 1.04(c)9.03(b) and except that, in determining whether the Grantor Trustee, the Paying Agent, the Certificate Registrar and the Depositor and any Affiliate thereof shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates of which such party knows to be so owned shall be so disregarded. Certificates which have been pledged in good faith to the Grantor Trustee, the Paying Agent, the Certificate Registrar, the Depositor or any series owned by or pledged Affiliate thereof may be regarded as outstanding if the pledgor establishes to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all satisfaction of the Paying Agent the pledgor's right to act with respect to such Certificates and that the pledgor is not an Affiliate of such seriesthe Grantor Trustee, the Paying Agent, the Certificate Registrar or the Depositor, as the case may be.

Acts of Certificateholders. (a) Except as otherwise specifically provided herein, whenever Certificateholder approval, authorization, direction, notice, consent, waiver, or other action is required hereunder, such approval, authorization, direction, notice, consent, waiver or other action shall be deemed to have been given or taken on behalf of, and shall be binding upon, all Certificateholders if agreed to by Holders of Certificates (other than the Class X-IO and Class R Certificates) of the specified Class or Classes evidencing, as to each such Class, Percentage Interests aggregating 51% or more. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsMaster Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and (subject to Section 11.01) conclusive in favor of the Trustee, the Company Master Servicer and the related Loan Trustee, Depositor if made in the manner provided in this Section. (bc) The fact and date of the execution by any Person Certificateholder of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (cd) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (de) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action act by the a Certificateholder of any Certificate shall bind the Certificateholder every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done by the Trustee, the Master Servicer or the Depositor in reliance thereon, whether or not notation of such action is made upon such Certificatesecurity. (f) Except as otherwise provided in Section 1.04(c), Certificates The Trustee may require such additional proof of any series owned by or pledged matter referred to any Person in this Section as it shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesdeem necessary.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Seller, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Seller, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSeller, any related Owner Trustee, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Seller, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, prioritySeller, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Seller, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Seller, the Master Servicer, the Custodian or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSeller, the Master Servicer or any related Owner Trustee, any related Owner Participant Sub-Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Seller, the Master Servicer or any Sub-Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSeller, any related Owner Trustee, any related Owner Participant the Master Servicer or any Affiliate of any such PersonSub-Servicer, as the case may be. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, -------------------------- authorization, direction, notice, consent, waiver or other action provided by this Trust Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy agents duly appointed in writing; and, and except as herein otherwise expressly provided, provided such action shall become effective when such instrument or instruments are delivered to the Trustee Certificate Trustee, and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Originator and the Note Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such this Trust Supplement Agreement and (subject to Article VI) conclusive in favor of the Certificate Trustee, the Company Originator and the related Loan Note Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of in any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths manner that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Certificate Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonRegister. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificates shall bind the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Certificate Trustee, the Originator or the Note Trustee in reliance thereon, whether or not notation of such action is made upon such Certificate. (e) The Company Originator may at its option by delivery of an Officer's Certificate to the Certificate Trustee set a record date to determine the Certificateholders in respect of the Certificates Holders of any series, Series or Class of Certificates entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate Certificate, which shall be a the date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders Holders of record of Certificates of the applicable series Series or Class at the close of business on such record date shall be deemed to be Certificateholders of such Series or Class for the purposes of determining whether Certificateholders Holders of the requisite proportion aggregate Outstanding Amount of Outstanding Certificates of such series Series or Class have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the aggregate Outstanding Amount of Certificates of such series Series or Class shall be computed as of such record date; provided that no such consent, request, demand, -------- authorization, direction, notice, waiver or other Act by the Certificateholders Holders of Certificates of such Series or Class on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Trust Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c)the definition of Outstanding, Certificates of any series Series or Class owned by or pledged to any Person shall have an equal and proportionate proportional benefit under the provisions of this Trust Agreement, without preference, priority, priority or distinction as among all of the Certificates of such seriesthat Series or Class.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee Securities Administrator and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Securities Administrator and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee Securities Administrator deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates (notwithstanding any notation of any series Outstanding have given any directionownership or other writing on such Certificates, consent or waiver (except an endorsement in accordance with Section 5.02 made on a "Direction"), under this Agreement, Certificates owned Certificate presented in accordance with Section 5.04) shall be proved by the CompanyCertificate Register, and neither the Trustee, the GuarantorSecurities Administrator, the Depositor, the Master Servicer nor any related Owner Trustee, any related Owner Participant or any Affiliate of successor to any such Person parties shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned affected by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes notice to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Personcontrary. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by of the Certificateholder holder of any Certificate shall bind every future holder of the Certificateholder same Certificate and the holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor thereof, if applicable, or in lieu thereofthereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such CertificateCertificates. (fe) Except In determining whether the Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof shall be disregarded, except as otherwise provided in Section 1.04(c)11.02(b) and except that, in determining whether the Securities Administrator shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates of which a Responsible Officer of the Securities Administrator has actual knowledge to be so owned shall be so disregarded. Certificates which have been pledged in good faith to the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any series owned by or pledged Affiliate thereof may be regarded as outstanding if the pledgor establishes to any Person shall have the satisfaction of the Securities Administrator the pledgor’s right to act with respect to such Certificates and that the pledgor is not an equal and proportionate benefit under Affiliate of the provisions of this AgreementTrustee, without preferencethe Securities Administrator, prioritythe Depositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any direction, consent, -------------------------- waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders --- signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company and the related any Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), ) under this Agreement, --------- Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee in fact knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.and

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 8.10. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 4.02 made on a Certificate presented in accordance with Section 4.04) shall be proved by the Certificate Register, and neither the Trustee, the Depositor, nor any successor to either such party shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Depositor, or any successor to either such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite Fractional Undivided Interests Percentage Interest of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the Company, Trustee or the Guarantor, any related Owner Trustee, any related Owner Participant Depositor or any Affiliate of any such Person thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In disregarded, except as otherwise provided in Section 8.01(b) except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faith, such Certificates shall not faith to the Trustee or the Depositor or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any an Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine or the Certificateholders in respect of Depositor, as the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act case may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record datebe. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, -------------------------- authorization, direction, notice, consent, waiver or other action provided by this Trust Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy agents duly appointed in writing; and, and except as herein otherwise expressly provided, provided such action shall become effective when such instrument or instruments are delivered to the Trustee Certificate Trustee, and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Originator and the Note Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such this Trust Supplement Agreement and (subject to Article VI) conclusive in favor of the Certificate Trustee, the Company Originator and the related Loan Note Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of in any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths manner that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Certificate Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonRegister. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificates shall bind the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Certificate Trustee, the Originator or the Note Trustee in reliance thereon, whether or not notation of such action is made upon such Certificate. (e) The Company Originator may at its option by delivery of an Officer's Certificate to the Certificate Trustee set a record date to determine the Certificateholders in respect of the Certificates Holders of any series, Series or Class of Certificates entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate Certificate, which shall be a the date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders Holders of record of Certificates of the applicable series Series or Class at the close of business on such record date shall be deemed to be Certificateholders of such Series or Class for the purposes of determining whether Certificateholders Holders of the requisite proportion aggregate Outstanding Amount of Outstanding Certificates of such series Series or Class have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the aggregate Outstanding Amount of Certificates of such series Series or Class shall be computed as of such record date; provided that no -------- such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders Holders of Certificates of such Series or Class on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Trust Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c)the definition of Outstanding, Certificates of any series Series or Class owned by or pledged to any Person shall have an equal and proportionate proportional benefit under the provisions of this Trust Agreement, without preference, priority, priority or distinction as among all of the Certificates of such seriesthat Series or Class.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series Certificate Indenture to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy their agents duly appointed in writing; and, and except as herein otherwise expressly providedprovided such request, such demand, authorization, direction, notice, consent, waiver or other action shall become effective when such instrument or instruments are delivered to the Trustee Certificate Trustee, and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company Certificate Issuer and one or any Loan Trusteeboth of the Bond Trustees. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Certificate Indenture and (subject to Article VI) conclusive in favor of the Certificate Trustee, the Company Certificate Issuer and the related Loan TrusteeBond Trustees, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of in any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths manner that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Certificate Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificates shall bind the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Certificate Trustee, the Certificate Issuer or the Bond Trustees in reliance thereon, whether or not notation of such action is made upon such Certificate. (e) The Company Certificate Issuer may at its option by delivery of an Officer's ’s Certificate to the Certificate Trustee set a record date to determine the Certificateholders in respect of the Certificates Holders of any series, Tranche of Certificates entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate ’s Certificate, which shall be a the date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders Holders of record Certificates of the applicable series Tranche at the close of business on such record date shall be deemed to be Certificateholders of such Tranche for the purposes of determining whether Certificateholders Holders of the requisite proportion aggregate Outstanding Amount of Outstanding Certificates of such series Tranche have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the aggregate Outstanding Amount of Certificates of such series Tranche shall be computed as of such record date; provided , but that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders Holders of Certificates of such Tranche on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement Certificate Indenture not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c)the definition of Outstanding, Certificates of any series Tranche owned by or pledged to any Person shall have an equal and proportionate proportional benefit under the provisions of this AgreementCertificate Indenture, without preference, priority, priority or distinction as among all of the Certificates of such seriesthat Tranche.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by the Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, and such action shall become effective when such instrument or instruments are delivered to the Trustee or the Securities Administrator and, where it is hereby expressly required pursuant to under this Agreement, to the Company or any Loan TrusteeMaster Servicer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" “act” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan Trustee, Trust Fund if made in the manner provided in this SectionSection 12.11. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Whenever such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the any Certificateholder of any Certificate shall bind every future Holder of such Certificate and the Certificateholder Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Trust Fund in reliance thereon, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) a. Except as otherwise specifically provided herein, whenever Certificateholder approval, authorization, direction, notice, consent, waiver, or other action is required hereunder, such approval, authorization, direction, notice, consent, waiver or other action shall be deemed to have been given or taken on behalf of, and shall be binding upon, all Certificateholders if agreed to by Certificateholders with aggregate Percentage Interests representing 51% or more of the Trust. b. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsServicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and (subject to Section 11.01) conclusive in favor of the Trustee, the Company Servicer and the related Loan Trustee, Company if made in the manner provided in this Section. (b) c. The fact and date of the execution by any Person Certificateholder of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests d. The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, e. Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action act by the a Certificateholder of any Certificate shall bind the Certificateholder every holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done by the Trustee, the Servicer or the Company in reliance thereon, whether or not notation of such action is made upon such CertificateCertificates. (f) Except as otherwise provided in Section 1.04(c), Certificates f. The Trustee may require such additional proof of any series owned by or pledged matter referred to any Person in this Section as it shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesdeem necessary.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Depositor, the Securities Administrator, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any direction, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement and conclusive in favor of the Trustee, the Company and the related Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided PROVIDED that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Regular Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Regular Certificate shall bind every future holder of the same Regular Certificate and the holder of every Regular Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite Fractional Undivided Interests percentage of Certificates of any series Outstanding evidencing Percentage Interests have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgee's pledgor’s right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Grantor Trustee andand/or, where it is hereby expressly required pursuant to by this Agreement, to the Company or any Loan Depositor and/or the Grantor Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Grantor Trustee and the related Loan Trustee, Depositor if made in the manner provided in this SectionSection 9.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Grantor Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates (notwithstanding any notation of any series Outstanding have given any directionownership or other writing on such Certificates, consent or waiver (except an endorsement in accordance with Section 4.02 made on a "Direction"), under this Agreement, Certificates owned Certificate presented in accordance with Section 4.04) shall be proved by the CompanyCertificate Register, and neither the Grantor Trustee, the Guarantor, Depositor nor any related Owner Trustee, any related Owner Participant or any Affiliate of successor to any such Person parties shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned affected by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes notice to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Personcontrary. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by of the Certificateholder holder of any Certificate shall bind every future holder of the Certificateholder same Certificate and the holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor thereof, if applicable, or in lieu thereofthereof with respect to anything done, omitted or suffered to be done by the Grantor Trustee, the Depositor or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such CertificateCertificates. (fe) Except In determining whether the Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Grantor Trustee, the Depositor or any Affiliate thereof shall be disregarded, except as otherwise provided in Section 1.04(c)9.03(b) and except that, in determining whether the Grantor Trustee and the Depositor and any Affiliate thereof shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates of which such party knows to be so owned shall be so disregarded. Certificates which have been pledged in good faith to the Grantor Trustee, the Depositor or any series owned by or pledged Affiliate thereof may be regarded as outstanding if the pledgor establishes to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all satisfaction of the Grantor Trustee the pledgor’s right to act with respect to such Certificates and that the pledgor is not an Affiliate of such seriesthe Grantor Trustee or the Depositor, as the case may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Seller, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Seller, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSeller, the Master Servicer or any related Owner Trustee, any related Owner Participant Sub-Servicer or any Affiliate of any such Person thereof shall be disregarded except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Seller, the Master Servicer or any Sub-Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSeller, any related Owner Trustee, any related Owner Participant the Master Servicer or any Affiliate of any such PersonSub-Servicer, as the case may be. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Depositor, the Securities Administrator, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, 120 direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan TrusteeDepositor. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and (subject to Section 9.01) conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Whenever such execution is by an officer of a corporation or association or a member of a partnership, partnership on behalf of such corporation, association corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder Holder of any Certificate Certificates shall bind the Certificateholder Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Depositor in reliance thereon, whether or not notation of such action is made upon such CertificateCertificates. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series Certificate Indenture to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy their agents duly appointed in writing; and, and except as herein otherwise expressly providedprovided such request, such demand, authorization, direction, notice, consent, waiver or other action shall become effective when such instrument or instruments are delivered to the Trustee Certificate Trustee, and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Certificate Issuer and the Note Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Certificate Indenture and (subject to Article VI) conclusive in favor of the Certificate Trustee, the Company Certificate Issuer and the related Loan Note Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of in any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths manner that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Certificate Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificates shall bind the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Certificate Trustee, the Certificate Issuer or the Note Trustee in reliance thereon, whether or not notation of such action is made upon such Certificate. (e) The Company Certificate Issuer may at its option by delivery of an Officer's Certificate to the Certificate Trustee set a record date to determine the Certificateholders in respect of the Certificates Holders of any series, Class of Certificates entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate Certificate, which shall be a the date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders Holders of record Certificates of the applicable series Class at the close of business on such record date shall be deemed to be Certificateholders of such Class for the purposes of determining whether Certificateholders Holders of the requisite proportion aggregate Outstanding Amount of Outstanding Certificates of such series Class have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the aggregate Outstanding Amount of Certificates of such series Class shall be computed as of such record date; provided provided, however, that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders Holders of Certificates of such Class on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement Certificate Indenture not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c)the definition of Outstanding, Certificates of any series Class owned by or pledged to any Person shall have an equal and proportionate proportional benefit under the provisions of this AgreementCertificate Indenture, without preference, priority, priority or distinction as among all of the Certificates of such seriesthat Class.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Seller, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Seller, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Seller, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Seller, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Seller or the Master Servicer, any related Owner Participant or any Affiliate of any such Personas the case may be. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series Certificate Indenture to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy their agents duly appointed in writing; and, and except as herein otherwise expressly providedprovided such request, such demand, authorization, direction, notice, consent, waiver or other action shall become effective when such instrument or instruments are delivered to the Trustee Certificate Trustee, and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Certificate Issuer and the Note Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Certificate Indenture and (subject to Article VI) conclusive in favor of the Certificate Trustee, the Company Certificate Issuer and the related Loan Note Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of in any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths manner that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Certificate Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificates shall bind the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Certificate Trustee, the Certificate Issuer or the Note Trustee in reliance thereon, whether or not notation of such action is made upon such Certificate. (e) The Company Certificate Issuer may at its option by delivery of an Officer's Certificate to the Certificate Trustee set a record date to determine the Certificateholders in respect of the Certificates Holders of any series, Class of Certificates entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate Certificate, which shall be a the date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders Holders of record Certificates of the applicable series Class at the close of business on such record date shall be deemed to be Certificateholders of such Class for the purposes of determining whether Certificateholders Holders of the requisite proportion aggregate Outstanding Amount of Outstanding Certificates of such series Class have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the aggregate Outstanding Amount of Certificates of such series Class shall be computed as of such record date; provided provided, however, that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders Holders of Certificates of such Class on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement Certificate Indenture not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c)the definition of Outstanding, Certificates of any series Class owned by or pledged to any Person shall have an equal and proportionate proportional benefit under the provisions of this AgreementCertificate Indenture, without preference, priority, priority or distinction as among all of the Certificates of such seriesthat Class.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 12.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Depositor, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorDepositor, any related Owner Trustee, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 12.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgee's pledgor’s right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any direction, -------------------------- consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Applicable Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Guarantor, the Applicable Company and the related Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned by the Guarantor, any Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which that the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Guarantor, or a Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Applicable Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, series entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Actaction. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate Certificate, which shall be a date not more than 30 15 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act action may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Actaction, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, -------- request, demand, authorization, direction, notice, waiver or other Act action by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any request, demand, authorization, notice, direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c1.4(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 12.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 12.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Seller, the Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Seller, the Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSeller, any related Owner Trustee, any related Owner Participant the Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Seller, the Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, prioritySeller, or distinction the Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Except as otherwise -------------------------- specifically provided herein, whenever Certificate-holder approval, authorization, direction, notice, consent, waiver or other action is required hereunder, such approval, authorization, direction, notice, consent, waiver or other action shall be deemed to have been given or taken on behalf of, and shall be binding upon, all Certificateholders if agreed to by Holders of Certificates of the specified Class or Classes evidencing, as to each such Class, Percentage Interests aggregating 51% or more. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsServicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Servicer and the related Loan Trustee, Company if made in the manner provided in this Section. (bc) The fact and date of the execution by any Person Certificateholder of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (cd) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (de) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action act by the a Certificateholder of any Certificate shall bind the Certificateholder every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done by the Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Certificatesecurity. (f) Except as otherwise provided in Section 1.04(c), Certificates The Trustee may require such additional proof of any series owned by or pledged matter referred to any Person in this Section as it shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesdeem necessary.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 10.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Regular Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Regular Certificate shall bind every future holder of the same Regular Certificate and the holder of every Regular Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite Fractional Undivided Interests percentage of Certificates of any series Outstanding evidencing Percentage Interests have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgee's pledgor’s right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Seller, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Seller, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSeller, the Master Servicer or any related Owner Trustee, any related Owner Participant Sub-Servicer or any Affiliate of any such Person thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In disregarded, except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Seller, the Master Servicer or any Sub-Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSeller, any related Owner Trustee, any related Owner Participant the Master Servicer or any Affiliate of any such PersonSub-Servicer, as the case may be. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Seller, the Securities Administrator, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Seller, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Seller, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Seller, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, prioritySeller, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 12.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Seller, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Seller, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Seller, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 12.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Seller, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, prioritySeller, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any direction, consent, request, demand, authorization, notice, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writingwriting by such Certificateholder; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Pass Through Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan TrusteeIndenture Trustee for the Notes. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Pass Through Trustee, the Company and the related Loan such Indenture Trustee, if made in the manner provided in this SectionSection 1.04. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Pass Through Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent consent, request, demand, authorization, notice or waiver (a "Direction"), ) under this Agreement, Certificates owned by the Company, the GuarantorRoyal Ahold, any related Owner TrusteeLessor, any related an Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding outstanding under this Agreement for purposes of any such determination. In determining whether the Pass Through Trustee shall be protected in relying upon any such Direction, only Certificates which a Responsible Officer of the Pass Through Trustee knows to be has actual knowledge are so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes certifies in writing, upon which certification the Pass Through Trustee is protected in relying, as to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantora Lessor, any related Owner Trustee, any related an Owner Participant or any Affiliate of any such Person. (d) For all purposes of this Agreement, all Initial Certificates and all Exchange Certificates shall vote and take all other actions of Certificateholders together as one class of Certificates. (e) The Company may at its option by delivery of an Officer's Certificate to the Pass Through Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver Direction or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver Direction or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver Direction or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver Direction or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (ef) Any direction, consent, waiver Direction or other action Act by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action Direction or Act is made upon such Certificate. (fg) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesCertificates.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 8.10. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 4.02 made on a Certificate presented in accordance with Section 4.04) shall be proved by the Certificate Register, and neither the Trustee, the Depositor, nor any successor to either such party shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the Holder of any Certificate shall bind every future Holder of the same Certificate and the Holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Depositor, or any successor to either such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite Fractional Undivided Interests Percentage Interest of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the Company, Trustee or the Guarantor, any related Owner Trustee, any related Owner Participant Depositor or any Affiliate of any such Person thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In disregarded, except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faith, such Certificates shall not faith to the Trustee or the Depositor or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any an Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine or the Certificateholders in respect of Depositor, as the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act case may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record datebe. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Regular Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Regular Certificate shall bind every future holder of the same Regular Certificate and the holder of every Regular Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite Fractional Undivided Interests percentage of Certificates of any series Outstanding evidencing Percentage Interests have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Seller, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Seller, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Seller, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Seller, the Master Servicer or any -121- Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, prioritySeller, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Depositor, the Securities Administrator, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such series.case may be. 139

Acts of Certificateholders. (a) a. Except as otherwise specifically provided herein, whenever Certificateholder approval, authorization, direction, notice, consent, waiver or other action is required hereunder, such approval, authorization, direction, notice, consent, waiver or other action shall be deemed to have been given or taken on behalf of, and shall be binding upon, all Certificateholders if agreed to by Holders of Certificates of the specified Class or Classes evidencing, as to each such Class, Percentage Interests aggregating 51% or more. b. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsServicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and (subject to Section 11.01) conclusive in favor of the Trustee, the Company Servicer and the related Loan Trustee, Originator if made in the manner provided in this Section. (b) c. The fact and date of the execution by any Person Certificateholder of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests d. The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, e. Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action act by the a Certificateholder of any Certificate shall bind the Certificateholder every holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done by the Trustee, the Servicer or the Originator in reliance thereon, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates f. The Trustee may require such additional proof of any series owned by or pledged matter referred to any Person in this Section as it shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesdeem necessary.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Seller, the Master Servicers nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Seller, the Master Servicers or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSeller, the Master Servicers or any related Owner Trustee, any related Owner Participant Sub-Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Seller, the Master Servicers or any Sub-Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSeller, any related Owner Trustee, any related Owner Participant the Master Servicers or any Affiliate of any such PersonSub-Servicer, as the case may be. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee Trustee, the Securities Administrator and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan TrusteeDepositor. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and (subject to Section 10.01) conclusive in favor of the Trustee, the Company Securities Administrator and the related Loan TrusteeDepositor, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Whenever such execution is by an officer of a corporation or association or a member of a partnership, partnership on behalf of such corporation, association corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder Holder of any Certificate Certificates shall bind the Certificateholder Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Securities Administrator or the Depositor in reliance thereon, whether or not notation of such action is made upon such CertificateCertificates. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Regular Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Regular Certificate shall bind every future holder of the same Regular Certificate and the holder of every Regular Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite Fractional Undivided Interests percentage of Certificates of any series Outstanding evidencing Percentage Interests have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(c) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Securities Administrator or the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee Securities Administrator the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, -------------------------- authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become -------- effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Seller, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Seller, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSeller, the Master Servicer or any related Owner Trustee, any related Owner Participant Sub- Servicer or any Affiliate of any such Person thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In disregarded, except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Seller, the Master Servicer or any Sub-Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSeller, any related Owner Trustee, any related Owner Participant the Master Servicer or any Affiliate of any such PersonSub- Servicer, as the case may be. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by the Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, and such action shall become effective when such instrument or instruments are delivered to the Trustee andTrustee, where it is hereby expressly required pursuant to this Agreementthe Servicer, to the Company or any Loan TrusteeMaster Servicer, the Securities Administrator and the Custodian. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" “act” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Securities Administrator and the related Loan TrusteeTrust, if made in the manner provided in this SectionSection 11.10. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Whenever such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the any Certificateholder of any Certificate shall bind every future Holder of such Certificate and the Certificateholder Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Securities Administrator or the Trust in reliance thereon, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Seller nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Seller or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant the Seller or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Seller or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Seller, any related Owner Participant or any Affiliate of any such Personas the case may be. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsInitial Beneficial Holder. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeInitial Beneficial Holder, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Initial Beneficial Holder, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Initial Beneficial Holder, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorInitial Beneficial Holder, the Master Servicer or any related Owner Trustee, any related Owner Participant Sub-Servicer or any Affiliate of any such Person thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In disregarded, except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Initial Beneficial Holder, the Master Servicer or any Sub-Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorInitial Beneficial Holder, any related Owner Trustee, any related Owner Participant the Master Servicer or any Affiliate of any such PersonSub-Servicer, as the case may be. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any direction, consent, waiver or other action provided by this Basic Agreement in respect of the Certificates of or any series Trust Supplement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Indenture Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such this Basic Agreement or any Trust Supplement and (subject to Section 7.01) conclusive in favor of the Trustee, the Company and the related Loan Indenture Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments acknowledgements of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, partnership such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "“Direction"”), under this AgreementBasic Agreement or any Trust Supplement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates of such series which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's ’s right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonPersons. (d) The Company may at its option by delivery of an Officer's ’s Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, directionDirection, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's ’s Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, directionDirection, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, directionDirection, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, directionDirection, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the such record date. (e) Any directionDirection, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this AgreementBasic Agreement and the related Trust Supplement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Delaware Trustee, the Custodian, the Securities Administrator, the Depositor, Xxxxxxxxx, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Delaware Trustee, the Custodian, the Securities Administrator, the Depositor, Xxxxxxxxx, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the Guarantor, any related Owner Delaware Trustee, any related Owner Participant the Custodian, the Securities Administrator, the Depositor, the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Delaware Trustee, the Custodian, the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the Guarantor, any related Owner Delaware Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine Custodian, the Certificateholders in respect of Securities Administrator, the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgee's pledgor’s right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor or the Master Servicer, any related Owner Participant or any Affiliate of any such Personas the case may be. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any direction, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company and the related any Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), ) under this Agreement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option option, by delivery of an Officer's Certificate to the Trustee Trustee, set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such Such record date shall be the record date specified in such Officer's Certificate Certificate, which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the such record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesCertificates.

Acts of Certificateholders. (a) Any direction, consent, -------------------------- waiver or other action provided by this Basic Agreement in respect of the Certificates of or any series Trust Supplement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Indenture Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such this Basic Agreement or any Trust Supplement and (subject to Section 7.01) [Pass Through Trust Agreement] conclusive in favor of the Trustee, the Company and the related Loan Indenture Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, partnership such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this AgreementBasic Agreement or any Trust Supplement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates of such series which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonPersons. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, directionDirection, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, directionDirection, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, directionDirection, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no [Pass Through Trust Agreement] such consent, request, demand, authorization, directionDirection, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the such record date. (e) Any directionDirection, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this AgreementBasic Agreement and the related Trust Supplement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee Paying Agent and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Paying Agent, the Grantor Trustee, the Company Certificate Registrar and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 9.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee Paying Agent deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates (notwithstanding any notation of any series Outstanding have given any directionownership or other writing on such Certificates, consent or waiver (except an endorsement in accordance with Section 4.02 made on a "Direction"), under this Agreement, Certificates owned Certificate presented in accordance with Section 4.04) shall be proved by the CompanyCertificate Register, and neither the Grantor Trustee, the GuarantorPaying Agent, the Certificate Registrar, the Depositor nor any related Owner Trustee, any related Owner Participant or any Affiliate of successor to any such Person parties shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned affected by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes notice to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Personcontrary. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by of the Certificateholder holder of any Certificate shall bind every future holder of the Certificateholder same Certificate and the holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor thereof, if applicable, or in lieu thereofthereof with respect to anything done, omitted or suffered to be done by the Grantor Trustee, the Depositor, the Paying Agent, the Certificate Registrar or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such CertificateCertificates. (fe) Except In determining whether the Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Grantor Trustee, the Paying Agent, the Certificate Registrar, the Depositor or any Affiliate thereof shall be disregarded, except as otherwise provided in Section 1.04(c)9.03(b) and except that, in determining whether the Grantor Trustee, the Paying Agent, the Certificate Registrar and the Depositor and any Affiliate thereof shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates of which such party knows to be so owned shall be so disregarded. Certificates which have been pledged in good faith to the Grantor Trustee, the Paying Agent, the Certificate Registrar, the Depositor or any series owned by or pledged Affiliate thereof may be regarded as outstanding if the pledgor establishes to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all satisfaction of the Paying Agent the pledgor's right to act with respect to such Certificates and that the pledgor is not an Affiliate of such seriesthe Grantor Trustee, the Paying Agent, the Certificate Registrar or the Depositor, as the case may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee Trustee, and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan TrusteeDepositor. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "“Act" ” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and (subject to Section 10.01) conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Whenever such execution is by an officer of a corporation or association or a member of a partnership, partnership on behalf of such corporation, association corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder Holder of any Certificate Certificates shall bind the Certificateholder Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Depositor in reliance thereon, whether or not notation of such action is made upon such CertificateCertificates. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, -------------------------- authorization, direction, notice, consent, waiver or other action provided by this Trust Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy agents duly appointed in writing; and, and except as herein otherwise expressly providedprovided such request, such demand, authorization, direction, notice, consent, waiver or other action shall become effective when such instrument or instruments are delivered to the Trustee Certificate Trustee, and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Originator and the Note Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such this Trust Supplement Agreement and (subject to Article VI) conclusive in favor of the Certificate Trustee, the Company Originator and the related Loan Note Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of in any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths manner that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Certificate Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonRegister. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificates shall bind the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Certificate Trustee, the Originator or the Note Trustee in reliance thereon, whether or not notation of such action is made upon such Certificate. (e) The Company Originator may at its option by delivery of an Officer's Certificate to the Certificate Trustee set a record date to determine the Certificateholders in respect of the Certificates Holders of any series, Series or Class of Certificates entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate Certificate, which shall be a the date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders Holders of record of Certificates of the applicable series Series or Class at the close of business on such record date shall be deemed to be Certificateholders Certificate holders of such Series or Class for the purposes of determining whether Certificateholders Holders of the requisite proportion aggregate Outstanding Amount of Outstanding Certificates of such series Series or Class have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the aggregate Outstanding Amount of Certificates of such series Series or Class shall be computed as of such record date; provided that no such consent, request, demand, -------- authorization, direction, notice, waiver or other Act by the Certificateholders Holders of Certificates of such Series or Class on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Trust Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c)the definition of Outstanding, Certificates of any series Series or Class owned by or pledged to any Person shall have an equal and proportionate proportional benefit under the provisions of this Trust Agreement, without preference, priority, priority or distinction as among all of the Certificates of such seriesthat Series or Class.

Acts of Certificateholders. (a) Any request, demand, -------------------------- authorization, direction, notice, consent, waiver or other action provided by this Trust Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy agents duly appointed in writing; and, and except as herein otherwise expressly providedprovided such request, such demand, authorization, direction, notice, consent, waiver or other action shall become effective when such instrument or instruments are delivered to the Trustee Certificate Trustee, and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Originator and the Note Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such this Trust Supplement Agreement and (subject to Article VI) conclusive in favor of the Certificate Trustee, the Company Originator and the related Loan Note Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of in any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths manner that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Certificate Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonRegister. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificates shall bind the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Certificate Trustee, the Originator or the Note Trustee in reliance thereon, whether or not notation of such action is made upon such Certificate. (e) The Company Originator may at its option by delivery of an Officer's Certificate to the Certificate Trustee set a record date to determine the Certificateholders in respect of the Certificates Holders of any series, Series or Class of Certificates entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate Certificate, which shall be a the date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders Holders of record of Certificates of the applicable series Series or Class at the close of business on such record date shall be deemed to be Certificateholders of such Series or Class for the purposes of determining whether Certificateholders Holders of the requisite proportion aggregate Outstanding Amount of Outstanding Certificates of such series Series or Class have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the aggregate Outstanding Amount of Certificates of such series Series or Class shall be computed as of such record date; provided that no such consent, request, demand, -------- authorization, direction, notice, waiver or other Act by the Certificateholders Holders of Certificates of such Series or Class on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Trust Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c)the definition of Outstanding, Certificates of any series Series or Class owned by or pledged to any Person shall have an equal and proportionate proportional benefit under the provisions of this Trust Agreement, without preference, priority, priority or distinction as among all of the Certificates of such seriesthat Series or Class.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee or the Securities Administrator and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 8.10. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates (notwithstanding any notation of any series Outstanding have given any directionownership or other writing on such Certificates, consent or waiver (except an endorsement in accordance with Section 4.02 made on a "Direction"), under this Agreement, Certificates owned Certificate presented in accordance with Section 4.04) shall be proved by the CompanyCertificate Register, and neither the Trustee, the GuarantorSecurities Administrator, the Depositor, nor any related Owner Trustee, any related Owner Participant or any Affiliate of any successor to either such Person party shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned affected by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes notice to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Personcontrary. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by of the Certificateholder holder of any Certificate shall bind every future holder of the Certificateholder same Certificate and the holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor thereof, if applicable, or in lieu thereofthereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, or any successor to either such party in reliance thereon, whether or not notation of such action is made upon such CertificateCertificates. (fe) Except In determining whether the Holders of the requisite Percentage Interest of Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Trustee, the Securities Administrator or the Depositor or any Affiliate thereof shall be disregarded, except as otherwise provided in Section 1.04(c)8.01(b) except that, in determining whether the Trustee or the Securities Administrator shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates of which the Trustee or the Securities Administrator, as applicable, knows to be so owned shall be so disregarded. Certificates which have been pledged in good faith to the Trustee, the Securities Administrator or the Depositor or any series owned by or pledged Affiliate thereof may be regarded as outstanding if the pledgor establishes to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all satisfaction of the Trustee or the Securities Administrator the pledgor’s right to act with respect to such Certificates and that the pledgor is not an Affiliate of such seriesthe Trustee, the Securities Administrator or the Depositor, as the case may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Depositor, the Securities Administrator, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities 133 Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Seller, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Seller, the Master Servicer, the Custodian or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanySeller, the Guarantor, Master Servicer or any related Owner Trustee, any related Owner Participant Sub- Servicer or any Affiliate of any such Person thereof shall be disregarded except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Seller, such Certificates shall not the Master Servicer or any Sub-Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanySeller, the Guarantor, any related Owner Trustee, any related Owner Participant Master Servicer or any Affiliate of any such PersonSub-Servicer, as the case may be. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by the Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, and such action shall become effective when such instrument or instruments are delivered to the Trustee and the Securities Administrator and, where it is hereby expressly required pursuant to under this Agreement, to the Company or any Loan TrusteeMaster Servicer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" “act” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Securities Administrator and the related Loan TrusteeMaster Servicer, if made in the manner provided in this SectionSection 11.11. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Whenever such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the any Certificateholder of any Certificate shall bind every future Holder of such Certificate and the Certificateholder Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee in reliance thereon, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Except as otherwise specifically provided herein, whenever Certificateholder approval, authorization, direction, notice, consent, waiver or other action is required hereunder, 104 such approval, authorization, direction, notice, consent, waiver or other action shall be deemed to have been given or taken on behalf of, and shall be binding upon, all Certificateholders if agreed to by Holders of Certificates of the specified Class or Classes evidencing, as to each such Class, Percentage Interests aggregating 51% or more. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsServicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Servicer and the related Loan Trustee, Vanderbilt if made in the manner provided in this Section. (bc) The fact and date of the execution by any Person Certificateholder of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (cd) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (de) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action act by the a Certificateholder of any Certificate shall bind the Certificateholder every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done by the Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Certificatesecurity. (f) Except as otherwise provided in Section 1.04(c), Certificates The Trustee may require such additional proof of any series owned by or pledged matter referred to any Person in this Section as it shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesdeem necessary.

Acts of Certificateholders. (a) Any direction, consent, waiver or other action provided by this Pass Through Trust Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Pass Through Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company Company[, any Equipment Trust Trustee] or any Loan the Indenture Trustee. Such instrument or instruments instrument (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such this Pass Through Trust Supplement Agreement and conclusive in favor of the Pass Through Trustee, the Company Company[, any Equipment Trust Trustee] and the related Loan Indenture Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Pass Through Trustee deems sufficient. In the absence of bad faith on the part of the Pass Through Trustee, an Officer's Certificate may be deemed to be conclusively proved. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Pass Through Trust Agreement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related the Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding under this Pass Through Trust Agreement for purposes of any such determination. In determining whether the Pass Through Trustee shall be protected in relying upon any such Direction, only Certificates which the Pass Through Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Pass Through Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not either of the Company, the Guarantor, any related Owner Trustee, any related the Pass Through Trustee, the Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Pass Through Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 nor less than 15 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor thereof or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c1.4(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Pass Through Trust Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesCertificates.

Acts of Certificateholders. (a) Any direction, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement and conclusive in favor of the Trustee, the Company and the related Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such 12 corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Regular Certificate presented in accordance with Section 5.04) shall be proved by the -108- Certificate Register, and neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Regular Certificate shall bind every future holder of the same Regular Certificate and the holder of every Regular Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite Fractional Undivided Interests percentage of Certificates of any series Outstanding evidencing Percentage Interests have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates (notwithstanding any notation of any series Outstanding have given any directionownership or other writing on such Certificates, consent or waiver (except an endorsement in accordance with Section 5.02 made on a "Direction"), under this Agreement, Certificates owned Certificate presented in accordance with Section 5.04) shall be proved by the CompanyCertificate Register, and neither the Trustee, the Guarantor, any related Owner Delaware Trustee, the Custodian, the Securities Administrator, the Depositor, Xxxxxxxxx, the Master Servicer nor any related Owner Participant or any Affiliate of successor to any such Person parties shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned affected by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes notice to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Personcontrary. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by of the Certificateholder holder of any Certificate shall bind every future holder of the Certificateholder same Certificate and the holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor thereof, if applicable, or in lieu thereofthereof with respect to anything done, omitted or suffered to be done by the Trustee, the Delaware Trustee, the Custodian, the Securities Administrator, the Depositor, Xxxxxxxxx, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such CertificateCertificates. (fe) Except In determining whether the Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Trustee, the Delaware Trustee, the Custodian, the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof shall be disregarded, except as otherwise provided in Section 1.04(c)11.02(b) and except that, in determining whether the Trustee or the Securities Administrator shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates which a Responsible Officer of the Trustee or the Securities Administrator, as applicable, actually knows to be so owned shall be so disregarded. Certificates which have been pledged in good faith to the Trustee, the Delaware Trustee, the Custodian, the Securities Administrator, the Depositor, the Master Servicer or any series owned by or pledged Affiliate thereof may be regarded as outstanding if the pledgor establishes to any Person shall have the satisfaction of the Trustee the pledgor’s right to act with respect to such Certificates and that the pledgor is not an equal and proportionate benefit under Affiliate of the provisions of this AgreementTrustee, without preferencethe Delaware Trustee, prioritythe Custodian, the Securities Administrator, the Depositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Grantor Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsSeller. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Grantor Trustee and the related Loan TrusteeSeller, if made in the manner provided in this SectionSection 9.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Grantor Trustee and the Securities Administrator deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates (notwithstanding any notation of any series Outstanding have given any directionownership or other writing on such Certificates, consent or waiver (except an endorsement in accordance with Section 4.02 made on a "Direction"), under this Agreement, Certificates owned Certificate presented in accordance with Section 4.02) shall be proved by the CompanyCertificate Register, and neither the Grantor Trustee, the GuarantorSecurities Administrator, the Seller nor any related Owner Trustee, any related Owner Participant or any Affiliate of successor to any such Person parties shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned affected by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes notice to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Personcontrary. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by of the Certificateholder holder of any Certificate shall bind every future holder of the Certificateholder same Certificate and the holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor thereof, if applicable, or in lieu thereofthereof with respect to anything done, omitted or suffered to be done by the Grantor Trustee, the Seller, the Securities Administrator or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such CertificateCertificates. (fe) Except In determining whether the Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Grantor Trustee, the Seller, the Securities Administrator or any Affiliate thereof shall be disregarded, except as otherwise provided in Section 1.04(c)9.03(b) and except that, in determining whether the Grantor Trustee and the Securities Administrator shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates of which the Grantor Trustee or the Securities Administrator knows to be so owned shall be so disregarded. Certificates which have been pledged in good faith to the Grantor Trustee, the Seller, Securities Administrator or any series owned by or pledged Affiliate thereof may be regarded as outstanding if the pledgor establishes to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all satisfaction of the Grantor Trustee or the Securities Administrator the pledgor’s right to act with respect to such Certificates and that the pledgor is not an Affiliate of such seriesthe Grantor Trustee, the Securities Administrator or the Seller, as the case may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such series.case may be. 113

Acts of Certificateholders. (a) Except as otherwise specifically provided herein, whenever Certificateholder approval, authorization, direction, notice, consent, waiver or other action is required hereunder, such approval, authorization, direction, notice, consent, waiver or other action shall be deemed to have been given or taken on behalf of, and shall be binding upon, all Certificateholders if agreed to by Certificateholders with aggregate Fractional Interests representing more than a majority of the Issuer. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsServicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and (subject to SECTION 12.01) conclusive in favor of the Trustee, the Company Servicer, the Depositor and the related Loan Trustee, Seller if made in the manner provided in this SectionSECTION 13.05. (bc) The fact and date of the execution by any Person Certificateholder of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (cd) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the CompanyCertificate Register, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Personabsent manifest error. (de) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action act by the a Certificateholder of any Certificate shall bind the Certificateholder every holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done by the Trustee, the Servicer or the Depositor in reliance thereon, whether or not notation of such action is made upon such Certificatesecurity. (f) Except as otherwise provided in Section 1.04(c), Certificates The Trustee may require such additional proof of any series owned by or pledged matter referred to any Person in this SECTION 13.05 as it shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesdeem necessary.

Acts of Certificateholders. (a) Any direction, consent, waiver or other action provided by this Pass Through Trust Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Pass Through Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company Companies, any Equipment Trust Trustee or any Loan the Indenture Trustee. Such instrument or instruments instrument (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such this Pass Through Trust Supplement Agreement and conclusive in favor of the Pass Through Trustee, the Company Companies, any Equipment Trust Trustee and the related Loan Indenture Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Pass Through Trustee deems sufficient. In the absence of bad faith on the part of the Pass Through Trustee, an Officer's Certificate may be deemed to be conclusively proved. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Pass Through Trust Agreement, Certificates owned by either of the CompanyCompanies, the Guarantor, any related Owner Trustee, any related the Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding under this Pass Through Trust Agreement for purposes of any such determination. In determining whether the Pass Through Trustee shall be protected in relying upon any such Direction, only Certificates which the Pass Through Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Pass Through Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not either of the CompanyCompanies, the Guarantor, any related Owner Trustee, any related the Pass Through Trustee, the Owner Participant or any Affiliate of any such Person. (d) The Company Union, on behalf of the Companies, may at its option by delivery of an Officer's Certificate to the Pass Through Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 nor less than 15 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor thereof or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c1.4(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Pass Through Trust Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesCertificates.

Acts of Certificateholders. (a) Any direction, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Indenture Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement and conclusive in favor of the Trustee, the Company and the related Loan Indenture Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, thereof or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any any, such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any direction, consent, waiver or other action provided by this Pass Through Trust Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Pass Through Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company Companies, any Equipment Trust Trustee or any Loan the Indenture Trustee. Such instrument or instruments instrument (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such this Pass Through Trust Supplement Agreement and conclusive in favor of the Pass Through Trustee, the Company Companies, any Equipment Trust Trustee and the related Loan Indenture Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Pass Through Trustee deems sufficient. In the absence of bad faith on the part of the Pass Through Trustee, an Officer's Certificate may be deemed to be conclusively proved. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Pass Through Trust Agreement, Certificates owned by either of the CompanyCompanies, the Guarantor, any related Owner Trustee, any related the Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding under this Pass Through Trust Agreement for purposes of any such determination. In determining whether the Pass Through Trustee shall be protected in relying upon any such Direction, only Certificates which the Pass Through Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Pass Through Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not either of the CompanyCompanies, the Guarantor, any related Owner Trustee, any related the Pass Through Trustee, the Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such series.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Delaware Trustee, the Custodian, the Securities Administrator, the Depositor, Thornburg, the Master Servicer nor any successor to any such partxxx xxxxx be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Delaware Trustee, the Custodian, the Securities Administrator, the Depositor, Thornburg, the Master Servicer or any successor to any such party xx xxxxxnce thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the Guarantor, any related Owner Delaware Trustee, any related Owner Participant the Custodian, the Securities Administrator, the Depositor, the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Delaware Trustee, the Custodian, the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the Guarantor, any related Owner Delaware Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine Custodian, the Certificateholders in respect of Securities Administrator, the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Except as otherwise specifically provided herein, whenever Certificateholder approval, authorization, direction, notice, consent, waiver or other action is required hereunder, such approval, authorization, direction, notice, consent, waiver or other action shall be deemed to have been given or taken on behalf of, and shall be binding upon, all Certificateholders if agreed to by Holders of Certificates of the specified Class or Classes evidencing, as to each such Class, Percentage Interests aggregating 51% or more. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsServicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Servicer and the related Loan Trustee, Depositor if made in the manner provided in this Section. (bc) The fact and date of the execution by any Person Certificateholder of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (cd) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Registrar. (de) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, Any request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action act by the a Certificateholder of any Certificate shall bind the Certificateholder every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done by the Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Certificatesecurity. (f) Except as otherwise provided in Section 1.04(c), Certificates The Trustee may require such additional proof of any series owned by or pledged matter referred to any Person in this Section as it shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority, or distinction as among all of the Certificates of such seriesdeem necessary.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except . Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instrumentsDepositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Agreement and conclusive in favor of the Trustee, the Company Trustee and the related Loan TrusteeDepositor, if made in the manner provided in this SectionSection 11.05. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any a notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds or administer oaths deeds, certifying that the Person executing individual signing such instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where . Where such execution is by an officer of a corporation signer acting in a capacity other than his or association or a member of a partnership, on behalf of such corporation, association or partnershipher individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person individual executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Depositor, the Securities Administrator, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Certificateholders Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests of Certificates of any series Outstanding have given any request, demand, authorization, 132 direction, notice, consent or waiver (a "Direction"), under this Agreementhereunder, Certificates owned by the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trusteethe Depositor, any related Owner Participant the Master Servicer or any Affiliate of any such Person thereof shall be disregarded disregarded, except as otherwise provided in Section 11.02(b) and deemed not to be Outstanding for purposes of any such determination. In except that, in determining whether the Trustee shall be protected in relying upon any such Directionrequest, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person which have been pledged in good faithfaith to the Trustee, such Certificates shall not the Securities Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be disregarded regarded as aforesaid outstanding if the pledgee pledgor establishes to the satisfaction of the Trustee the pledgeepledgor's right so to act with respect to such Certificates and that the pledgee pledgor is not an Affiliate of the CompanyTrustee, the GuarantorSecurities Administrator, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person. (d) The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Certificateholders in respect of the Certificates of any series, entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate which shall be a date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the Outstanding Certificates of such series shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate. (f) Except as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priorityDepositor, or distinction the Master Servicer, as among all of the Certificates of such seriescase may be.

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series Certificate Indenture to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy their agents duly appointed in writing; and, and except as herein otherwise expressly providedprovided such request, such demand, authorization, direction, notice, consent, waiver or other action shall become effective when such instrument or instruments are delivered to the Trustee Certificate Trustee, and, where it is hereby expressly required pursuant to this Agreementrequired, to the Company or any Loan Certificate Issuer and the Note Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement this Certificate Indenture and (subject to Article VI) conclusive in favor of the Certificate Trustee, the Company Certificate Issuer and the related Loan Note Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of in any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths manner that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Certificate Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests The ownership of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned shall be proved by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates of such series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such PersonCertificate Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificates shall bind the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Certificate Trustee, the Certificate Issuer or the Note Trustee in reliance thereon, whether or not notation of such action is made upon such Certificate. (e) The Company Certificate Issuer may at its option by delivery of an Officer's Certificate to the Certificate Trustee set a record date to determine the Certificateholders in respect of the Certificates Holders of any series, Class of Certificates entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Certificate Certificate, which shall be a the date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Certificateholders Holders of record Certificates of the applicable series Class at the close of business on such record date shall be deemed to be Certificateholders of such Class for the purposes of determining whether Certificateholders Holders of the requisite proportion aggregate Outstanding Amount of Outstanding Certificates of such series Class have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the aggregate Outstanding Amount of Certificates of such series Class shall be computed as of such record date; provided provided, however, that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Certificateholders Holders of Certificates of such Class on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Basic Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Certificateholder of any Certificate shall bind the Certificateholder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Certificate.be (f) Except as otherwise provided in Section 1.04(c)the definition of Outstanding, Certificates of any series Class owned by or pledged to any Person shall have an equal and proportionate proportional benefit under the provisions of this AgreementCertificate Indenture, without preference, priority, priority or distinction as among all of the Certificates of such seriesthat Class.