Common use of Covenants of the Certificateholders Clause in Contracts

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future; (b) to the appointment of the Seller as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (e) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (f) until one year and one day after the completion of the events specified in Section 9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a the Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future; (b) to the appointment of the Seller as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (e) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (f) until one year and one day after the completion of the events specified in Section 9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and related Certificates, of this AgreementAgreement and, with respect to the holders of Certificates, of the Series Supplement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and futurethe Secured Parties; (b) to hereby appoint the appointment of the Seller Owner Trustee as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner its acceptance of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder party is the record or beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder Holder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Insurer and all other Certificateholders Holders present and future; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s its agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder a Holder of an interest in the Trust; (c) . Each Holder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder Holder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate or a beneficial interest in a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner holder of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Depositor so long as it is a Certificateholder as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future; (b) to the appointment of the Seller as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (e) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (f) until one year and one day after the completion of the events specified in Section 9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and related Certificates, of this AgreementAgreement and, with respect to the holders of Certificates, of the Series Supplement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and futurethe Secured Parties; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner holder of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Security Insurer and all other Certificateholders present and future; (b) to the appointment of hereby appoint the Seller so long as it is a Certificateholder as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and related Certificates, of this AgreementAgreement and, with respect to the holders of Certificates, of the Series Supplement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and futurethe Secured Parties; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and related Certificates, of this AgreementAgreement and, with respect to the holders of Certificates, of the related Series Supplement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and futurethe Noteholders; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a1) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future; (b2) to the appointment of the Seller as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c3) that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing; (d4) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (e5) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (f6) until one year and one day after the completion of the events specified in Section 9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a the Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Class A Insurer, the Backup Insurer and all other Certificateholders present and future; (b) to the appointment of the Seller as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing; (d) not to take any position in such Certificateholder’s 's tax returns inconsistent with those taken in any tax returns filed by the Trust; (e) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (f) until one year and one day after the completion of the events specified in Section 9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate Certificateholder agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future;. (b) to the appointment of the Seller as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to it will sign such a federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust;. (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and. (fd) until one year and one day after the completion of the events specified in Section 9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a the Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Class A Insurer and all other Certificateholders present and future; (b) to the appointment of the Seller as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing; (d) not to take any position in such Certificateholder’s 's tax returns inconsistent with those taken in any tax returns filed by the Trust; (e) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (f) until one year and one day after the completion of the events specified in Section 9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate Certificateholder agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future;. (b) to the appointment of the Seller as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust;. (e) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fc) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Seller, or to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner holder of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Security Insurer and all other Certificateholders present and future; (b) to the appointment of hereby appoint the Seller so long as it is a Certificateholder as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder Holder agrees by becoming a beneficial owner its acceptance of a Certificate agreesResidual Interest Instrument: (a) to be bound by the terms and conditions of the Certificates Residual Interest Instruments of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a an Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the TrustIssuer, the Owner Trustee Trustee, and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller General Partner as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andIssuer and agree that, if requested by the TrustIssuer, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) Issuer. Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the TrustIssuer; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate Residual Interest Instrument through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate Residual Interest Instrument in a taxable sale or exchange, within 30 days of the date of the transfer; , and (fd) until one year and one day after the completion of the events specified in Section 9.1(e9.1(f), notnot to, for any reason, to institute proceedings for the Trust Issuer or the Seller General Partner to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerIssuer, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller Issuer or a substantial part of its property, or cause or permit the Trust or the Seller Issuer to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Sponsor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Sponsor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust Sponsor or the Seller Trust or a substantial part of its property, or cause or permit the Trust Sponsor or the Seller Trust to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. Except as provided in Section 2.13, and notwithstanding any other provision to the contrary in this Agreement, no Certificateholder shall be deemed to have adopted, be bound by, or succeed in any way to any representation by, or duty of indemnification by or any other duty of, the Sponsor, including those contained in Sections 2.10, 2.12, 3.6, 8.2 or elsewhere herein.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Sponsor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Sponsor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust Sponsor or the Seller Trust or a substantial part of its property, or cause or permit the Trust Sponsor or the Seller Trust to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. Except as provided in Section 2.13, and notwithstanding any other provision to the contrary in this Agreement, no Certificateholder other than the Sponsor in its capacity as the "Sponsor" shall be deemed to have adopted, be bound by, or succeed in any way to any representation by, or duty of indemnification by or any other duty of, the Sponsor, including those contained in Sections 2.10, 2.12, 3.6, 8.2 or elsewhere herein.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future; (b) to the appointment of the Seller as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (e) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (f) until one year and one day after the completion of the events specified in Section 9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner holder of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Security Insurer and all other Certificateholders present and future; (b) to the appointment of hereby appoint the Seller so long as it is a Certificateholder as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become duecreditors, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.admit in

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.; and (e) that there shall not be more than 98 other holders of Certificates. ARTICLE III

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner holder of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Security Insurer and all other Certificateholders present and future; (b) to the appointment of hereby appoint the Seller so long as it is a Certificateholder as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.,

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section ss. 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a the Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Class A Insurer and all other Certificateholders present and future; (b) to the appointment of the Seller as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (e) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (f) until one year and one day after the completion of the events specified in Section 9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and related Certificates, of this AgreementAgreement and, with respect to the holders of Series Trust Certificates, of the related Series Supplement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and futureany related Series Secured Parties; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-1099- B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the TrustTrust B, the Owner Trustee Trustee, the Note Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Sponsor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andB, if any, and 9 14 agree that, if requested by the TrustTrust B, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) Trust B. Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the TrustTrust B; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust B or the Seller Sponsor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerB, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Sponsor or Trust or the Seller B or a substantial part of its property, or cause or permit the Sponsor or Trust or the Seller B to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. Except as provided in this Section 2.13, and notwithstanding any other provision to the contrary in this Agreement, no Certificateholder shall be deemed to have adopted, be bound by, or succeed in any way to any representation by, or duty of indemnification by or any other duty of, the Sponsor, including those contained in Sections 2.10, 2.12, 8.2 or elsewhere herein.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and related Certificates, of this AgreementAgreement and, with respect to the holders of Certificates, of the related Series Supplement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and futurethe Noteholders; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each ----------------------------------- Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Credit Enhancer and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Sponsor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Sponsor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust Sponsor or the Seller Trust or a substantial part of its property, or cause or permit the Trust Sponsor or the Seller Trust to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. Except as provided in Section 2.13, and notwithstanding any other provision to the contrary in this Agreement, no Certificateholder other than the Sponsor in its capacity as the "Sponsor" shall be deemed to have adopted, be bound by, or succeed in any way to any representation by, or duty of indemnification by or any other duty of, the Sponsor, including those contained in Sections 2.10, 2.12, 3.6, 8.2 or elsewhere herein.

Covenants of the Certificateholders. Each Certificateholder Certificateholder, by becoming accepting a beneficial owner of a Certificate agreesCertificate, shall be deemed to have agreed: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto hereto, and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future; (b) to hereby appoint the appointment of Servicer and the Seller Owner Trustee as such Certificateholder’s agent agents and attorneyattorneys-in-fact to sign any federal income tax information return filed on behalf of the Trust, that in its tax returns it will not take any position inconsistent with those taken in any tax returns filed by the Trust andand that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (e) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, exchange within 30 days of the date of the transfer; and (fd) until the date that is one year and one day after the completion payment in full of all amounts owing on or with respect to the events specified in Section 9.1(e)Notes, notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or or, the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Sponsor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Sponsor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.or

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Insurer and all other Certificateholders present and future; (b) to the appointment of hereby appoint the Seller as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B1099B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust Seller or the Seller Trust or a substantial part of its property, or cause or permit the Trust Seller or the Seller Trust to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. Except as provided in Section 2.13, and notwithstanding any other provision to the contrary in this Agreement, no Certificateholder shall be deemed to have adopted, be bound by, or succeed in any way to any representation by, or duty of indemnification by or any other duty of, the Seller, including those contained in Sections 2.10, 2.11, 2.12, 8.2 or elsewhere herein.

Covenants of the Certificateholders. Each ----------------------------------- Certificateholder by becoming a beneficial owner holder of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Security Insurer and all other Certificateholders present and future; (b) to the appointment of hereby appoint the Seller so long as it is a Certificateholder as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) for purposes of federal income, state and local income and franchise tax and any other income taxes, to treat the Trust as a partnership, to treat themselves as partners in that partnership, and to take no action inconsistent with such treatment.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section ss. 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) official of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each The Depositor, as initial Owner and each Certificateholder by becoming a beneficial owner holder of a Trust Certificate agrees: (a) to be bound by the terms and conditions of the Trust Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders Owners present and future; (b) to hereby appoint the appointment of the Seller Depositor so long as it is an Owner as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an a beneficial interest in the Trust; (c) . Each Owner also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder Owner is other than an individual or other entity holding its Trust Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Trust Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until a date that is one year and one day after the completion payment in full of the events specified in Section 9.1(e), notlatest maturing Note and the termination of the Indenture not to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and related Certificates, of this AgreementAgreement and, with respect to the holders of Certificates, of the related Series Supplement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and futurethe Noteholders; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; ; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner holder of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future; (b) to the appointment of hereby authorize the Seller so long as such Certificateholder’s agent and attorney-in-fact it is a Certificateholder to sign any federal income tax information return filed on behalf of the Trust andand agree that, if the Seller is not a Certificateholder and the Certificateholder is so requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner holder of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder Owner is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder an Owner as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Security Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment Holder of the Seller GP Interest as such Certificateholder’s Owner's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Owner also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder Owner is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Holder of the GP Interest to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Insurer and all other Certificateholders present and future; (b) to appoint, and hereby appoints, the appointment of the Seller Sponsor as such Certificateholder’s 's agent and attorney-in-fact to sign all federal, state and local income or franchise tax returns and any federal income tax information return filed on behalf of the Trust andTrust, if any, and agrees that, if requested by the Trust, to it will sign such federal income tax returns and information return returns in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B1099B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to (i) institute proceedings for the Trust or the Seller Sponsor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or (ii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, with respect to the Sponsor or the Trust, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust Sponsor or the Seller Trust or a substantial part of its the Sponsor's or the Trust's property, or (iii) cause or permit the Trust Sponsor or the Seller Trust to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. Except as provided in this Section 2.13, and notwithstanding any other provision to the contrary in this Agreement, no Certificateholder shall be deemed to have adopted, be bound by, or succeed in any way to any representation by, or duty of indemnification by or any other duty of, the Sponsor, including those contained in Sections 2.10, 2.11, 2.12, and 8.2 or elsewhere herein.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) : to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and related Certificates, of this AgreementAgreement and, with respect to the holders of Certificates, of the related Series Supplement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future; (b) the Noteholders; to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s Certificateholders agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (e) ; if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (f) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and that there shall not be more than 98 other holders of Certificates. Certificates and Transfer of Interests . Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, the Trust shall issue an uncertificated ownership interest in the Trust (the "Uncertificated Certificate") to the Depositor. Unless and until the Depositor transfers all or a portion of the Percentage Interest represented by such Uncertificated Certificate, such Uncertificated Certificate shall represent one hundred percent (100%) of the Percentage Interest.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner holder of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Security Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment Holder of the Seller GP Interest as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Holder of the GP Interest to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial the owner of a Certificate the Certificates agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, and all any other Certificateholders present and futurefuture Certificateholders; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s Owner's agent and attorney-attorney- in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Owner also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder Owner is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and related Certificates, of this AgreementAgreement and, with respect to the holders of Certificates, of the Series Supplement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and futurethe Noteholders; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the TrustTrust A, the Owner Trustee Trustee, the Note Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Sponsor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andA, if any, and 9 14 agree that, if requested by the TrustTrust A, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) Trust A. Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the TrustTrust A; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust A or the Seller Sponsor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerA, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Sponsor or Trust or the Seller A or a substantial part of its property, or cause or permit the Sponsor or Trust or the Seller A to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action. Except as provided in this Section 2.13, and notwithstanding any other provision to the contrary in this Agreement, no Certificateholder shall be deemed to have adopted, be bound by, or succeed in any way to any representation by, or duty of indemnification by or any other duty of, the Sponsor, including those contained in Sections 2.10, 2.12, 8.2 or elsewhere herein.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner holder of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Security Insurer and all other Certificateholders present and future; (b) to the appointment of hereby appoint the Seller so long as it is a Certificateholder as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and related Certificates, of this AgreementAgreement and, with respect to the holders of Certificates, of the related Series Supplement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and futurethe Noteholders; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; ; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.; and (e) that there shall not be more than 98 other holders of Certificates. ARTICLE III

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and related Certificates, of this AgreementAgreement and, with respect to the holders of Certificates, of the related Series Supplement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and futurethe Noteholders; (b) to hereby appoint the appointment of the Seller Depositor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and; (fd) until one year and one day after the completion of the events specified in Section ss. 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Depositor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action; and (e) that there shall not be more than 98 other holders of Certificates.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future; (b) to the appointment of the Seller as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (e) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (f) until one year and one day after the completion of the events specified in Section 9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.. ARTICLE III

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: : (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee and all other Certificateholders present and future; ; (b) to the appointment of the Seller as such Certificateholder’s agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust and, if requested by the Trust, to sign such federal income tax information return in its capacity as holder of an interest in the Trust; ; (c) that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing; ; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; ; (e) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and and (f) until one year and one day after the completion of the events specified in Section 9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or 19 the Seller, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.. ARTICLE III

Covenants of the Certificateholders. Each ----------------------------------- Certificateholder by becoming a beneficial owner holder of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Security Insurer and all other Certificateholders present and future; (b) to the appointment of hereby appoint the Seller so long as it is a Certificateholder as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andand agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or the Seller or a substantial part of its property, or cause or permit the Trust or the Seller to make any assignment for the benefit of its creditors creditors, or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Covenants of the Certificateholders. Each Certificateholder by becoming a beneficial owner of a Certificate agrees: (a) to be bound by the terms and conditions of the Certificates of which such Certificateholder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Certificateholder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust, the Owner Trustee Trustee, the Insurer and all other Certificateholders present and future; (b) to hereby appoint the appointment of the Seller Sponsor as such Certificateholder’s 's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Trust andTrust, if any, and agree that, if requested by the Trust, to it will sign such federal income tax information return in its capacity as holder of an interest in the Trust; (c) . Each Certificateholder also hereby agrees that all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any Certificateholder on the other hand, shall reflect the separate legal existence of each entity and in its tax returns it will be formally documented in writing; (d) not to take any position in such Certificateholder’s tax returns inconsistent with those taken in any tax returns that may be filed by the Trust; (ec) if such Certificateholder is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B1099B, to notify the Owner Trustee and the Certificate Registrar in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (fd) until one year and one day after the completion of the events specified in Section 9.1(e), notnot to, for any reason, to institute proceedings for the Trust or the Seller Sponsor to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or the SellerTrust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust Sponsor or the Seller Trust or a substantial part of its property, or cause or permit the Trust Sponsor or the Seller Trust to make any assignment for the benefit of its creditors or to admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.any