Common use of Performance and Enforcement of Certain Obligations Clause in Contracts

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, the Student Loan Marketing Association, the Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer Issuer, whether directly or by assignment, under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Student Loan Marketing Association, the Administrator or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Student Loan Marketing Association, the Administrator or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Student Loan Marketing Association, the Administrator or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Student Loan Marketing Association, the Administrator or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may berespectively, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by a Seller, the Seller and Servicer or the Master ServicerAsset Representations Reviewer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement, the Receivables Purchase Agreement Agreements and the Servicing Asset Representations Review Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement, the Receivables Purchase Agreement Agreements and the Servicing Asset Representations Review Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of any of the Seller Sellers, the Servicer or the Master Servicer Asset Representations Reviewer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by a Seller, the Seller Servicer or the Master Servicer Asset Representations Reviewer, as applicable, of each of their obligations under the Mortgage Loan Sale and Servicing Agreement, the Receivables Purchase Agreement Agreements and the Servicing Asset Representations Review Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers, the Servicer or the Asset Representations Reviewer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or Sellers, the Master Servicer and the Asset Representations Reviewer under or in connection with the Mortgage Loan Sale and Servicing Agreement, the Receivables Purchase Agreement Agreements and the Servicing AgreementAsset Representations Reviewer, including the right or power to take any action to compel or secure performance or observance by a Seller, the Seller Servicer or the Master ServicerAsset Representations Reviewer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Sale and Servicing Agreement, the Receivables Purchase Agreement Agreements and the Servicing Asset Representations Review Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's Issuing Entity’s expense, the Issuer in its capacity as holder each of the Mortgage Loans, shall Issuing Entity and the Grantor Trust agrees to take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, Depositor of each of their its obligations to the Issuer Issuing Entity or the Grantor Trust under or in connection with the Mortgage Loan Purchase Agreement and Trust Agreement, the Servicer of its obligations to the Issuing Entity or the Grantor Trust under or in connection with the Servicing Agreement, by the Seller of its obligations under or in connection with the Receivables Purchase Agreement, by the Depositor of its limited repurchase obligations under or in connection with the Receivables Transfer Agreement, in each case in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity and the Grantor Trust under or in connection with the Mortgage Loan Servicing Agreement, the Trust Agreement, the Receivables Purchase Agreement and the Servicing Receivables Transfer Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Depositor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Depositor or the Master Servicer of each of their respective obligations under the Mortgage Loan Receivables Purchase Agreement, the Receivables Transfer Agreement and the Servicing Agreement. (b) , as applicable. If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and and, at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% the majority of the Security Balances Outstanding Amount of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity or the Grantor Trust against the Seller or the Master Servicer under or in connection with the Mortgage Loan Servicing Agreement, against the Seller under or in connection with the Receivables Purchase Agreement and against the Servicing Depositor under or in connection with the Receivables Transfer Agreement, including the right or power to take any action to compel or secure performance or observance by the Servicer, the Seller or the Master Servicer, as the case may be, Depositor of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, Receivables Purchase Agreement or the Receivables Transfer Agreement and any right of the Issuer Issuing Entity or the Grantor Trust to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, the Servicer and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Servicer or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Servicer or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Note Balances of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Originator, the Seller, the Servicer or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Originator, the Seller, the Servicer or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Depositor, Xxxxxx Xxx, the Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer Issuer, whether directly or by assignment, under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Depositor, Xxxxxx Xxx, the Administrator or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, Xxxxxx Mae, the Administrator or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, Xxxxxx Xxx, the Administrator or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, Xxxxxx Mae, the Administrator or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may berespectively, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, the Depositor and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or the performance and observance by the Seller of each of its obligations to the Depositor under or in connection with the Receivables Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Depositor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Depositor or the Master Servicer of each of their obligations under the Mortgage Loan Receivables Purchase Agreement and the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3% Notes evidencing not less than a majority of the Security Balances principal amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Depositor or the Master Servicer under or in connection with the Mortgage Loan Receivables Purchase Agreement and the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Depositor, the Servicer or the Master ServicerBank, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Receivables Purchase Agreement and the Sale and Servicing Agreement, as the case may be, Agreement and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Credit Enhancer or the Indenture Trustee with the written consent of the Credit Enhancer to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder of the Mortgage Home Equity Loans, shall shall, with the written consent of the Credit Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Home Equity Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Home Equity Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Equity Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, [________] and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, [________] or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, [________] or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3[___]% of the Security Note Balances of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, [________] or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, [________] or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer Note Insurer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Sale and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Note Principal Balances of the Notes (subject to Section 6.02(k)) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Sale and Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Credit Enhancer or the Indenture Trustee with the written consent of the Credit Enhancer to do so and at the Administrator's expense(so long as no Credit Enhancer Default exists), the Issuer Issuer, in its capacity as holder of the Mortgage Home Loans, shall shall, with the written consent of the Credit Enhancer (so long as no Credit Enhancer Default exists), take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Home Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Home Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Home Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Home Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Home Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Credit Enhancer (or if a Credit Enhancer Default has occurred and is continuing, Holders of 66-2/3% of the Security Balances aggregate Note Balance of the Notes Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Home Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Home Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall Issuing Entity agrees to take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Mortgage Loan Sale and Servicing Agreement or to JDCC under or in connection with the Purchase Agreement and in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and Trustee at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, shall exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, as the case may be, and any right of the Issuer Issuing Entity to take such action shall not be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by JDCC of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by JDCC of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Notes shall exercise all rights, remedies, powers, privileges and claims of the Seller against JDCC under or in connection with the Purchase Agreement to the extent granted as security for the Notes hereunder, including the right or power to take any action to compel or secure performance or observance by JDCC of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any right of the Seller to take such action shall be suspended. Notwithstanding the foregoing, the Indenture Trustee shall have no duty or obligation to monitor the Servicer’s, the Seller’s or JDCC’s performance of any of their obligations under or in connection with the Sale and Servicing Agreement or the Purchase Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or to the Seller under or in connection with the Purchase Agreement and in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement (or the Seller under or in connection with the Purchase Agreement) to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or the Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of not less than 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. (c) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders of not less than 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Seller against Credit under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by Credit of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any right of the Seller to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by a Seller or the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing AgreementReceivables Purchase Agreements, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement Receivables Purchase Agreements to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of any of the Seller Sellers or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the a Seller or the Master Servicer Servicer, as applicable, of each of their obligations under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing AgreementReceivables Purchase Agreements; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or Sellers and the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing AgreementReceivables Purchase Agreements, including the right or power to take any action to compel or secure performance or observance by the a Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing AgreementReceivables Purchase Agreements, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Depositor, SLC, the Administrator and the Master Servicer, as applicable, of each of their respective obligations to the Issuer Issuer, whether directly or by assignment, under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Depositor, SLC, the Administrator or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, SLC, the Administrator or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, SLC, the Administrator or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, SLC, the Administrator or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may berespectively, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, NC Capital and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, NC Capital or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, NC Capital or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Note Balances of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, NC Capital or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, NC Capital or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement, any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement, any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement, any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement, any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement, any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Bond Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement. So long as no Bond Insurer Default exists, the Bond Insurer shall have the right to approve or reject any proposed successor to the Master Servicer (other than the Indenture Trustee) under the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer Bond Insurer under this Agreement and the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Bond Insurer or if a Bond Insurer Default exists, Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, the Depositor and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or the performance and observance by the Seller of each of its obligations to the Depositor under or in connection with the Receivables Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Depositor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Depositor or the Master Servicer of each of their obligations under the Mortgage Loan Receivables Purchase Agreement and the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3% Notes evidencing not less than a majority of the Security Balances principal amount of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Depositor or the Master Servicer under or in connection with the Mortgage Loan Receivables Purchase Agreement and the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Depositor, the Servicer or the Master ServicerBank, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Receivables Purchase Agreement and the Sale and Servicing Agreement, as the case may be, Agreement and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Credit Enhancer or the Indenture Trustee with the written consent of the Credit Enhancer to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder of the Mortgage Home Equity Loans, shall shall, with the written consent of the Credit Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Home Equity Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Home Equity Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Credit Enhancer (or if a Credit Enhancer Default has occurred which is continuing, Holders of 66-2/3% of the Security Balances of the Notes Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Equity Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Credit Enhancer or the Indenture Trustee with the written consent of the Credit Enhancer to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder of the Mortgage Home Loans, shall shall, with the written consent of the Credit Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Home Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Home Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Home Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Home Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Home Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances aggregate Note Balance of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Home Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Home Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer or the Indenture Trustee to do so and at (with the Administrator's expensewritten consent of the Enhancer), the Issuer Issuer, in its capacity as holder owner of the Mortgage Loans, shall shall, with the written consent of the Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Sellers and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Sellers or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Sellers or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Agreement, may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-66 2/3% of the Security Balances aggregate Voting Rights of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Sellers or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Sellers or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, the Servicer, the Administrator and the Master Servicerany Swap Counterparties, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale Agreement, the Servicing Agreement, the Administration Agreement and any Swap Agreements and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale Agreement, the Servicing Agreement and the Servicing Administration Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Servicer, the Administrator or the Master Servicer any Swap Counterparties thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Servicer, the Administrator or the Master Servicer any Swap Counterparties of each of their obligations under the Mortgage Loan Purchase Agreement and Sale Agreement, the Servicing Agreement, the Administration Agreement or any Swap Agreements. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3% of the Security Balances Outstanding Amount of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Servicer, the Administrator or the Master Servicer any Swap Counterparties under or in connection with the Mortgage Loan Purchase Agreement and Sale Agreement, the Servicing Agreement, the Administration Agreement or any Swap Agreements, including the right or power to take any action to compel or secure performance or observance by the Seller or Seller, the Master Servicer, as the case may be, Administrator or any Swap Counterparties of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and Sale Agreement, the Servicing Agreement, as the case may be, Administration Agreement or any Swap Agreements and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer Issuing Entity in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer Issuing Entity to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer Issuing Entity to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Depositor, the Seller and the Master Servicer, as applicable, of each Servicer of their respective obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement and Agreement, in each case in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Depositor, the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Depositor, the Seller or and the Master Servicer of each of their respective obligations under the Mortgage Loan Sale and Servicing Agreement or the Seller of its obligations under the Receivables Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture TrusteeTrustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of Holders of Notes evidencing not less than 66⅔% of the Note Balance of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Seller or the Servicer under or in connection with the Sale and Servicing Agreement or against the Seller under or in connection with the Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Depositor, the Seller or the Servicer, as pledgee the case may be, of its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Receivables Purchase Agreement, as the case may be, and any right of the Mortgage LoansIssuer to take such action shall be suspended. (c) If an Event of Default shall have occurred and be continuing, subject to the rights of the Credit Enhancer under the Servicing Agreement Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% Notes evidencing not less than 66⅔% of the Security Balances Note Balance of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Depositor against the Seller or the Master Servicer under or in connection with the Mortgage Loan Receivables Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their its obligations to the Issuer Depositor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Receivables Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer Depositor to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, Trustee as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the either Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee [or the Securities Insurer] to do so and at the AdministratorMaster Servicer's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee [or the Securities Insurer] may request to cause the Issuer to compel or secure the performance and observance by the Seller Transferor, the Servicer and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuer, under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of Trustee [or the Mortgage LoansSecurities Insurer], including the transmission of notices of default on the part of the Seller Transferor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Transferor, the Master Servicer or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture TrusteeTrustee shall, as pledgee [at the direction of the Mortgage LoansSecurities Insurer, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and and] at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances Notes Outstanding shall[, with the prior written consent of the Notes shall, Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing),] exercise all rights, remedies, powers, privileges and claims of the Issuer Issuer, as Securityholder, against the Seller Transferor, the Servicer or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor, the Servicer or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Insurer (so long as no Insurer Default has occurred and is continuing) or the Indenture Trustee Trustee, with the consent of the Insurer to do so and at the Administrator's expense(which consent shall not be unreasonably withheld), the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Insurer, as applicable, may request to cause the Issuer to compel or secure the performance and observance by the Seller Depositor and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement to the extent and in the manner directed by the Indenture TrusteeTrustee or the Insurer, as pledgee of the Mortgage Loansapplicable, including the transmission of notices of default on the part of the Seller Depositor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer Insurer hereunder and under the Sale and Servicing Agreement Agreement, may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Insurer, or, if an Insurer Default has occurred and is continuing, the Holders of 66-2/3% of the Security Balances Outstanding Amount of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or Depositor, the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the either Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and Agreement; provided, however, nothing herein shall in any way impose on the Servicing AgreementIndenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement, Receivables Purchase Agreement including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Bond Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement. So long as no Bond Insurer Default exists, the Bond Insurer shall have the right to approve or reject any proposed successor to the Master Servicer (other than the Indenture Trustee) under the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer Bond Insurer under this Agreement and the Servicing Agreement Agreement, may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Bond Insurer or if a Bond Insurer Default exists, of the Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Contribution Agreement and Contribution Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and Seller, the Master Servicer, the Servicer and the Subservicer as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement, the Sale and Servicing Agreement and the Servicing Agreement, Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement, the Sale and Servicing Agreement and the Servicing Agreement Agreement, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or Seller, the Master Servicer, the Servicer and the Subservicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or Seller, the Master Servicer, the Servicer and the Subservicer of each of their obligations under the Mortgage Loan Purchase Agreement, the Sale and Servicing Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% a majority of the Security Note Principal Balances of the Notes (subject to Section 6.02(k)) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Master Servicer, the Servicer or the Master Servicer Subservicer under or in connection with the Mortgage Loan Purchase Agreement, the Sale and Servicing Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or Seller, the Master Servicer, the Servicer or the Subservicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement, the Sale and Servicing Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee or the Securities Insurer to do so and at the AdministratorMaster Servicer's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Securities Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller Transferor, the Servicer and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuer, under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of Trustee or the Mortgage LoansSecurities Insurer, including the transmission of notices of default on the part of the Seller Transferor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Transferor, the Master Servicer or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture TrusteeTrustee shall, as pledgee at the direction of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement maySecurities Insurer, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances Notes Outstanding shall, with the prior written consent of the Notes shallSecurities Insurer (so long as no Securities Insurer Default has occurred and is continuing), exercise all rights, remedies, powers, privileges and claims of the Issuer Issuer, as Securityholder, against the Seller Transferor, the Servicer or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor, the Servicer or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the AdministratorNote Issuer's expense, the Note Issuer in its capacity as holder of the Mortgage Loans, shall agrees to take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by ComEd, the Seller Grantee and the Master Servicer, as applicable, of each of their obligations to the Note Issuer under or in connection with the Mortgage Loan Purchase Grant Agreement or any Subsequent Grant Agreement, the Sale Agreement, or any Subsequent Sale Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Note Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement any such agreements, respectively, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of ComEd, the Seller Grantee or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by ComEd, the Seller Grantee or the Master Servicer of each of their respective obligations under the Mortgage Loan Purchase Grant Agreement, any Subsequent Grant Agreement, the Sale Agreement, any Subsequent Sale Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% 2/3 percent of the Security Balances Outstanding Amount of the Notes of all Series shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Note Issuer against the Seller Grantee or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale Agreement, any Subsequent Sale Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Grantee or the Master Servicer, as the case may be, Servicer of each of their obligations to the Note Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale Agreement, any Subsequent Sale Agreement and or the Servicing Agreement, as the case may berespectively, and any right of the Note Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer Issuing Entity in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer Issuing Entity to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer Issuing Entity to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or by the Seller and Ford Credit, as applicable, of each of their obligations under or in connection with the Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement Purchase Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Servicer or the Master Servicer Ford Credit thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or by the Seller or Ford Credit of each of their obligations under the Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3Notes evidencing not less than 662/3% of the Security Balances Note Balance of the Notes Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or against the Seller or Ford Credit under or in connection with the Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Master ServicerFord Credit, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Sale and Servicing Agreement or the Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, the Servicer, the Holder of the Revolving Liquidity Note and the Master ServicerSwap Counterparty, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement, the Revolving Liquidity Note Agreement and the Servicing Interest Rate Swap Agreement or by the Seller of its remedies under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Revolving Liquidity Note Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Servicer or the Master Servicer Holder of the Revolving Liquidity Note thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Servicer, or the Master Servicer Holder of the Revolving Liquidity Note of each of their respective obligations under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Revolving Liquidity Note Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances Outstanding Amount of the Class A Notes shall(acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or Seller, the Master Servicer Servicer, the Holder of the Revolving Liquidity Note and the Swap Counterparty under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement, the Revolving Liquidity Note Agreement and the Servicing Interest Rate Swap Agreement, against the Seller under or in connection with the Receivables Purchase Agreement, or against the Administrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Master Servicer, as the case may beAdministrator, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, thereunder and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or by the Seller and Ford Credit, as applicable, of each of their obligations under or in connection with the Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement Purchase Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Servicer or the Master Servicer Ford Credit thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or by the Seller or Ford Credit of each of their obligations under the Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-Notes evidencing not less than 66 2/3% of the Security Balances principal amount of the Notes Outstanding shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or against the Seller or Ford Credit under or in connection with the Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Master ServicerFord Credit, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Sale and Servicing Agreement or the Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or by the Seller and Ford Credit, as applicable, of each of their obligations under or in connection with the Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement Purchase Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Servicer or the Master Servicer Ford Credit thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or by the Seller or Ford Credit of each of their obligations under the Purchase Agreement and the Servicing Agreement. (b) Promptly following a request from the Indenture Trustee to do so, and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Swap Counterparties in accordance with the Interest Rate Swap Agreements and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Interest Rate Swap Agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Swap Counterparties of its obligations under the Interest Rate Swap Agreements. (c) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3Notes evidencing not less than 662/3% of the Security Balances Note Balance of the Notes Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or against the Seller or Ford Credit under or in connection with the Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Master ServicerFord Credit, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Sale and Servicing Agreement or the Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders of Notes evidencing not less than 662/3% of the principal amount of the Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Swap Counterparties including the right or power to take any action to compel or secure performance or observance by the Swap Counterparties of their obligations to the Issuer under Interest Rate Swap Agreements and to give any consent, request, notice, direction, approval, extension, or waiver under the Interest Rate Swap Agreements and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, the Depositor and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or the performance and observance by the Seller of each of its obligations to the Depositor under or in connection with the Receivables Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Depositor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Depositor or the Master Servicer of each of their obligations under the Mortgage Loan Receivables Purchase Agreement and the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3% Notes evidencing not less than a majority of the Security Balances principal amount of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Depositor or the Master Servicer under or in connection with the Mortgage Loan Receivables Purchase Agreement and the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Depositor or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Receivables Purchase Agreement and the Sale and Servicing Agreement, as the case may be, Agreement and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder owner of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase and Servicing Agreement and the Sale and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Servicing Agreement, and the Sale and Servicing Agreement Agreement, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase and Servicing Agreement and the Sale and Servicing Agreement. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-Notes representing not less than 66 2/3% of the Security Balances aggregate Note Balance of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase and Servicing Agreement or the Sale and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase and Servicing Agreement or the Sale and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall execute all documents provided to it by the Indenture Trustee necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee or the Controlling Party or, if both a Class A Insurer Default and a Backup Insurer Default have occurred and are continuing, the Majority Noteholders, to do so and at the AdministratorIssuer's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall agrees to take all such lawful action as the Indenture Trustee or the Controlling Party, as the case may be, may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of or prior to the Mortgage LoansClass A Termination Date, the Controlling Party, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement. (b) If an Indenture Event of Default has occurred, the Indenture Trustee may, with the prior written consent of the Controlling Party or, if both a Class A Insurer Default and a Backup Insurer Default have occurred and is are continuing, the Indenture TrusteeMajority Noteholders, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be but need not unless directed in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of Controlling Party or, if both a Class A Insurer Default and a Backup Insurer Default have occurred and are continuing, the Security Balances of the Notes shallMajority Noteholders, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or by the Seller and Ford Credit, as applicable, of each of their obligations under or in connection with the Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement Purchase Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Servicer or the Master Servicer Ford Credit thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or by the Seller or Ford Credit of each of their obligations under the Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3% Notes evidencing not less than 66?% of the Security Balances Note Balance of the Notes Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or against the Seller or Ford Credit under or in connection with the Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Master ServicerFord Credit, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Sale and Servicing Agreement or the Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. (c) Reserved.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Bond Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and Contribution Agreement, the Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and Contribution Agreement, the Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement Sale and Contribution Agreement, the Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement. So long as no Bond Insurer Default exists, the Bond Insurer shall have the right to approve or reject any proposed successor to the Master Servicer (other than the Indenture Trustee) under the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer Bond Insurer under this Agreement and the Servicing Agreement Agreement, may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Bond Insurer or if a Bond Insurer Default exists, of the Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Sale and Contribution Agreement, the Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement Sale and Contribution Agreement, the Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and Agreement; provided, however, nothing herein shall in any way impose on the Servicing AgreementIndenture Trustee the duty to monitor the performance of the Seller or the Master Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement, Receivables Purchase Agreement including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the either Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and Agreement; provided, however, nothing herein shall in any way impose on the Servicing AgreementIndenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Notes of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement, Receivables Purchase Agreement including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall agrees to take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or by the Seller or any Seller Affiliate, as applicable, of each of their obligations under or in connection with each Purchase Agreement and Agreement, in each case, in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement Purchase Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Seller, Master Servicer or applicable Seller Affiliates thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or by the Seller or any Seller Affiliate, as applicable, of each of their obligations under or in connection with each Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of not less than 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or against the Seller or Seller Affiliate under the Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, Master Servicer or applicable Seller or the Master Servicer, as the case may be, Affiliate of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Sale and Servicing Agreement or any Purchase Agreement and the Servicing Agreement, as the case may beapplicable, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and Seller, the Credit Risk Manager, the Depositor, the Master Servicer, the Servicer, the Securities Administrator, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Transfer and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Transfer and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Depositor, the Credit Risk Manager, the Servicer, the Securities Administrator or the Master Servicer thereunder Servicer, as applicable, under the Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Credit Risk Manager, the Depositor, the Servicer, the Securities Administrator or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement Transfer and the Servicing Agreement. (b) If an Indenture Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% Noteholders evidencing a majority of the Security Balances of the then-outstanding Notes shallby Class Principal Amount, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Depositor, the Credit Risk Manager, the Master Servicer, the Servicer or the Master Servicer Securities Administrator under or in connection with the Mortgage Loan Purchase Agreement Transfer and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or Seller, the Depositor, the Master Servicer, as the case may beCredit Risk Manager, the Servicer or the Securities Administrator, of each of their applicable obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement Transfer and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer or to each other under or in connection with the Mortgage Loan Sale and Servicing Agreement, or by the Seller of its remedies under or in connection with the Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement each such agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their respective obligations under the Mortgage Loan Sale and Servicing Agreement or the Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of 66-2/3% a majority of the Security Balances Outstanding Amount of the Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Purchase Agreement and Agreement, or against the Servicing Administrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Master Servicer, as the case may beAdministrator, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, thereunder and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the either Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.. 35 (2016-B Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder Holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, Trustee as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Loans may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) , of the Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer Note Insurer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Depositor, Xxxxxx Xxx, the Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer Issuer, whether directly or by assignment, under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Depositor, Xxxxxx Xxx, the Administrator or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, Xxxxxx Mae, the Administrator or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-66 2/3% of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, Xxxxxx Xxx, the Administrator or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, Xxxxxx Mae, the Administrator or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may berespectively, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the either Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.. 35 (2017-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and Contribution Agreement, the Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and Contribution Agreement, the Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, Trustee as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement Sale and Contribution Agreement, the Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Sale and Contribution Agreement, the Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement Sale and Contribution Agreement, the Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or by the Seller of its remedies under or in connection with the Receivables Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their respective obligations under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances Outstanding Amount of the Class A Notes shall(acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Servicing Agreement, against the Seller under or in connection with the Receivables Purchase Agreement and Agreement, or against the Servicing Administrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Master Servicer, as the case may beAdministrator, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, thereunder and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or by the Seller of its remedies under or in connection with the Receivables Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their respective obligations under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances Outstanding Amount of the (1) Class A Notes, so long as any Class A Notes shallremain Outstanding (acting together as a single class) or (2) Class B Notes, after the Class A Notes have been paid in full or (3) Class C Notes, after the Class B Notes have been paid in full (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Servicing Agreement, against the Seller under or in connection with the Receivables Purchase Agreement and Agreement, or against the Servicing Administrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Master Servicer, as the case may beAdministrator, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, thereunder and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the AdministratorNote Issuer's expense, the Note Issuer in its capacity as holder of the Mortgage Loans, shall agrees to take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by Illinois Power, the Seller Grantee and the Master Servicer, as applicable, of each of their obligations to the Note Issuer under or in connection with the Mortgage Loan Purchase Grant Agreement or any Subsequent Grant Agreement, the Sale Agreement, or any Subsequent Sale Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Note Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement any such agreements, respectively, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of Illinois Power, the Seller Grantee or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by Illinois Power, the Seller Grantee or the Master Servicer of each of their respective obligations under the Mortgage Loan Purchase Grant Agreement, any Subsequent Grant Agreement, the Sale Agreement, any Subsequent Sale Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% 2/3 percent of the Security Balances Outstanding Amount of the Notes of all Series shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Note Issuer against the Seller Grantee or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale Agreement, any Subsequent Sale Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Grantee or the Master Servicer, as the case may be, Servicer of each of their obligations to the Note Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale Agreement, any Subsequent Sale Agreement and or the Servicing Agreement, as the case may berespectively, and any right of the Note Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request written direction from (a) the Credit Enhancer or (b) the Indenture Trustee to do so and at with the Administrator's expensewritten consent of the Credit Enhancer, the Issuer Issuer, in its capacity as holder of the Mortgage Home Equity Loans, shall take all such lawful action as the Credit Enhancer or the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Home Equity Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Home Equity Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes shallNotes, with the consent of the Credit Enhancer shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Equity Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the AdministratorTransferor's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall agrees to take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by (x) the Seller Transferor and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Transfer and Servicing Agreement or (y) MCC of its obligations under or in connection with the Contribution and Sale Agreement in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Transfer and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Transferor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Transferor or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement Transfer and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Transferor or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Transfer and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement Transfer and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Transferor's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MCC of each of its obligations to the Transferor under or in connection with the Contribution and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Contribution and Sale Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Transferor thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MCC of each of its obligations under the Contribution and Sale Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Transferor against MCC under or in connection with the Contribution and Sale Agreement, including the right or power to take any action to compel or secure performance or observance by MCC of each of its obligations to the Transferor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Contribution and Sale Agreement, and any right of the Transferor to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the either Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.. 37 (2024-C Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Depositor, WEF, Wachovia Bank, the Administrator, the Eligible Lender Trustee and the Master Servicer, as applicable, of each of their respective obligations to the Issuer Issuer, whether directly or by assignment, under or in connection with the Mortgage Loan Purchase Agreement and applicable Basic Documents in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement such relevant Basic Documents, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Depositor, WEF, Wachovia Bank, the Administrator, the Eligible Lender Trustee or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, WEF, Wachovia Bank, the Administrator, the Eligible Lender Trustee or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreementapplicable Basic Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3% of the Security Balances Outstanding Amount of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, WEF, Wachovia Bank, the Administrator, the Eligible Lender Trustee or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, applicable Basic Documents including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, WEF, Wachovia Bank, the Administrator, the Eligible Lender Trustee or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, applicable Basic Documents and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Credit Enhancer or the Indenture Trustee with the written consent of the Credit Enhancer to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder of the Mortgage Home Loans, shall shall, with the written consent of the Credit Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Home Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Home Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Home Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Home Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Home Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances aggregate Note Balance (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Home Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Home Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer or the Indenture Trustee to do so and at (with the Administrator's expensewritten consent of the Enhancer), the Issuer Issuer, in its capacity as holder owner of the Mortgage Loans, shall shall, with the written consent of the Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer hereunder and under the Servicing Agreement Agreement, may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders Enhancer or, if an Enhancer Default exists, the Noteholders of 66-66 2/3% of the Security Balances Note Balance of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Credit Enhancer or the Indenture Trustee to do so and at (with the Administrator's expensewritten consent of the Credit Enhancer), the Issuer Issuer, in its capacity as holder owner of the Mortgage Home Loans, shall shall, with the written consent of the Credit Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Home Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee, as pledgee of the Mortgage Home Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Agreement, may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-66 2/3% of the Security Balances aggregate Note Balance of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Contribution Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall agrees to take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or by the Seller or any Seller Affiliate, as applicable, of each of their obligations under or in connection with each Purchase Agreement and Agreement, in each case, in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement Purchase Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, Servicer or applicable Seller or the Master Servicer Affiliates thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or by the Seller or any Seller Affiliate, as applicable, of each of their obligations under or in connection with each Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances Outstanding Amount of the Notes of the Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or against the Seller or Seller Affiliate under the Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, Servicer or applicable Seller or the Master Servicer, as the case may be, Affiliate of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Sale and Servicing Agreement or any Purchase Agreement and the Servicing Agreement, as the case may beapplicable, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and Seller, the Depositor, the Securities Administrator, the Master Servicer or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Transfer and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Transfer and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or Seller, the Depositor, the Securities Administrator, the Master Servicer thereunder or the Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or Seller, the Depositor, the Securities Administrator, the Master Servicer or the Servicer, as applicable, of each of their applicable obligations under the Mortgage Loan Purchase Agreement and the Transfer and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% a majority of the Security Balances Outstanding Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or Depositor, the Securities Administrator, the Master Servicer or the Servicer under or in connection with the Transfer and Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Depositor, the Securities Administrator, the Master Servicer or the Master Servicer, as the case may be, of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement Transfer and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the either Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.. 36 (2017-B Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Securities Insurer or the Indenture Trustee to do so with the consent of the Securities Insurer (so long as no Securities Insurer Default has occurred nor is continuing) and in each case subject to the rights of the Securities Insurer hereunder and under the Sale and Servicing Agreement, and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or Securities Insurer, as applicable, may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, the Swap Counterparty, the Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement (and with respect to the Servicing Administrator only, the Administration Agreement, with respect to the Swap Counterparty only, under the Interest Rate Swap, and with respect to the Cap Provider only, under the Cap Agreement) in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement (and the Servicing Agreement Administration Agreement, the Interest Rate Swap or the Cap Agreement, as applicable) to the extent and in the manner directed by the Indenture TrusteeTrustee or the Securities Insurer, as pledgee of the Mortgage Loansapplicable, including the transmission of notices of default on the part of the Seller Seller, the Swap Counterparty, the Administrator or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Swap Counterparty, the Administrator or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Servicing Agreement (and the Servicing Administration Agreement, the Interest Rate Swap or the Cap Agreement, as applicable). (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and Trustee shall at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Securities Insurer (or if a Securities Insurer Default shall have occurred and is continuing, the holders of 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, Notes) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or Seller, the Administrator, the Master Servicer Servicer, the Swap Counterparty or Cap Provider under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement (and the Servicing Administration Agreement, Interest Rate Swap and Cap Agreement, as applicable), including the right or power to take any action to compel or secure performance or observance by the Seller or Seller, the Administrator, the Master Servicer, as the case may be, Swap Counterparty and the Cap Provider of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement (and the Servicing Administration Agreement, as the case may be, Interest Rate Swap and the Cap Agreement) and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer or the Indenture Trustee to do so and at (with the Administrator's expensewritten consent of the Enhancer), the Issuer Issuer, in its capacity as holder owner of the Mortgage Loans, shall shall, with the written consent of the Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer hereunder and under the Servicing Agreement Agreement, may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders Noteholders of 66-66 2/3% of the Security Balances Note Balance of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer Issuing Entity in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer Issuing Entity to compel or secure the performance and observance by the Seller Seller, NC Capital and the Master Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, NC Capital or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, NC Capital or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Note Balances of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller Seller, NC Capital or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, NC Capital or the Master Servicer, as the case may be, of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer Issuing Entity to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer Issuing Entity in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer Issuing Entity to compel or secure the performance and observance by the Seller Sponsor and the Master Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Sponsor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Sponsor or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller Sponsor or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Sponsor or the Master Servicer, as the case may be, of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer Issuing Entity to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the AdministratorSeller's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall agrees to take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by (x) the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or (y) CFSC of its obligations under or in connection with the Purchase Agreement and in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66-2/3% of the Security Balances Outstanding Principal Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Seller's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by CFSC of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by CFSC of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66-2/3% of the Outstanding Principal Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Seller against CFSC under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by CFSC of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any right of the Seller to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the either Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.. 37 (2024-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer Note Insurer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee or the Note Insurer to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Note Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement, and by Pacific of each of its obligations to the Issuer under or in connection with the Amended and Restated Trust Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Home Equity Loan Purchase Agreement, the Servicing Agreement and the Servicing Amended and Restated Loan Sale Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Note Insurer, so long as no Note Insurer Default exists, as pledgee of the Mortgage Loans, or by the Note Insurer, including the transmission of notices of default on the part of the Seller or Seller, the Master Servicer or Pacific thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement and by Pacific of each of its obligations to the Issuer under or in connection with the Amended and Restated Loan Sale Agreement. So long as no Note Insurer Default exists, the Note Insurer shall have the right to approve or reject any proposed successor to the Master Servicer (other than the Indenture Trustee) under the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer Note Insurer under this Agreement and the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.promptly

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer or the Indenture Trustee to do so and at (with the Administrator's expensewritten consent of the Enhancer), the Issuer Issuer, in its capacity as holder owner of the Mortgage Loans, shall shall, with the written consent of the Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Agreement, may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-66 2/3% of the Security Balances aggregate Note Balance of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Bond Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement, any Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement, any Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement. So long as no Bond Insurer Default exists, the Bond Insurer shall have the right to approve or reject any proposed successor to the Master Servicer (other than the Indenture Trustee) under the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer Bond Insurer under this Agreement and the Servicing Agreement Agreement, may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Bond Insurer or if a Bond Insurer Default exists, of the Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement, any Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement, any Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or by the Seller and Ford Credit, as applicable, of each of their obligations under or in connection with the Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement Purchase Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Servicer or the Master Servicer Ford Credit thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or by the Seller or Ford Credit of each of their obligations under the Purchase Agreement and the Servicing Agreement. (b) Promptly following a request from the Indenture Trustee to do so, and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Swap Counterparty in accordance with the Interest Rate Swap Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Interest Rate Swap Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Swap Counterparty of its obligations under the Interest Rate Swap Agreement. (c) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3Notes evidencing not less than 662/3% of the Security Balances Note Balance of the Notes Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or against the Seller or Ford Credit under or in connection with the Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Master ServicerFord Credit, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Sale and Servicing Agreement or the Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders of Notes evidencing not less than 662/3% of the principal amount of the Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Swap Counterparty including the right or power to take any action to compel or secure performance or observance by the Swap Counterparty of their obligations to the Issuer under Interest Rate Swap Agreement and to give any consent, request, notice, direction, approval, extension, or waiver under the Interest Rate Swap Agreement and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement [or the Receivables Purchase Agreement and the Servicing Agreement, as applicable,] and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement [or the Receivables Purchase Agreement] to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement [or the Receivables Purchase Agreement and Agreement]; provided, however, nothing herein shall in any way impose on the Servicing AgreementIndenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% not less than a majority of the Security Balances Outstanding Amount of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement [and the Servicing Receivables Purchase Agreement, ] including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale and Servicing Agreement [and the Servicing Receivables Purchase Agreement, as the case may be, ,] and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer or the Indenture Trustee (with the written consent of the Enhancer) to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder owner of the Mortgage Loans, shall shall, with the written consent of the Enhancer, take all such lawful action as the Indenture Trustee or the Enhancer may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Servicing Agreements and the Sale and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Servicing Agreements, and the Sale and Servicing Agreement Agreement, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase and Servicing Agreement and the Sale and Servicing Agreement. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to may with the rights consent of the Credit Enhancer under the Servicing Agreement mayEnhancer, and shall at the direction of the Enhancer or at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-Notes representing not less than 66 2/3% of the Security Balances aggregate Note Balance of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and Servicing Agreements or the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and Servicing Agreements or the Sale and Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall execute all documents provided to it by the Indenture Trustee necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's ’s expense, the Issuer in its capacity as holder of the Mortgage Loans, Issuing Entity shall take all such lawful action as the Indenture Trustee may may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request to cause the Issuer to compel or secure the performance and observance by the Seller and Depositor or the Master Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Mortgage Loan Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement and Agreement, or by any obligor under the Servicing AgreementInterest Rate Swap of its obligations under or in accordance with the Interest Rate Swap, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement Interest Rate Swap to the extent and in the manner directed by the Indenture Trustee, as pledgee in its discretion or at the direction of the Mortgage LoansHolders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement or the Interest Rate Swap on the part of the Seller Depositor or the Master Servicer thereunder or any Interest Rate Swap obligor, as applicable, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor or the Master Servicer and any Interest Rate Swap obligor of each of their obligations under the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing AgreementInterest Rate Swap, as applicable. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-66 2/3% of the Security Balances Outstanding Amount of the Notes Controlling Securities shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller Depositor or the Master Servicer or any Interest Rate Swap obligor under or in connection with the Mortgage Loan Sale and Servicing Agreement or Interest Rate Swap, as applicable, or against the Depositor under or in connection with the Receivables Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor or the Master Servicer, as the case may be, of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Sale and Servicing Agreement or the Receivables Purchase Agreement and or the Servicing AgreementInterest Rate Swap, as the case may be, and any right of the Issuer Issuing Entity to take such action shall not be suspended. (c) The Indenture Trustee shall give prompt written notice to the Swap Counterparty of each request for action that is made and direction received pursuant to this Section 5.16.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement, any Group 1 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement, any Group 1 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement, any Group 1 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds (for which purpose the Class A-IO-1 Bonds and Class A-IO-2 Bonds will together be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement, any Group 1 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement, any Group 1 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall agrees to take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their its obligations to the Issuer under or in connection with the Mortgage Loan Pooling Agreement and the Purchase Agreement, by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement, by NFC of its obligations under or in connection with the Lease Purchase Agreement and the Servicing Purchase Agreement, by Harco Leasing of its obligation under or in connection with the Lease Purchase Agreement or any other party to a Titling Trust Document of its obligations under or in connection with such Titling Trust Document in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Pooling Agreement, the Servicing Agreement, the Purchase Agreement, the Lease Purchase Agreement and the Servicing Agreement Titling Trust Documents to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Servicer, NFC, Harco Leasing or the Master Servicer any other party to a Titling Trust Document thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Servicer, NFC, Harco Leasing or the Master Servicer any other Party to a Titling Trust Document of each of their respective obligations under the Mortgage Loan Pooling Agreement, the Servicing Agreement, the Purchase Agreement, Lease Purchase Agreement and the Servicing AgreementTitling Trust Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances Outstanding Amount of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller under or in connection with the Master Pooling Agreement and the Purchase Agreement, the Servicer under or in connection with the Mortgage Loan Servicing Agreement, NFC under or in connection with the Lease Purchase Agreement and the Servicing Purchase Agreement, Harco Leasing under or in connection with the Lease Purchase Agreement or any party to a Titling Trust Document under or in connection with such Titling Trust Document, including the right or power to take any action to compel or secure performance or observance by the Seller or Seller, the Master Servicer, as the case may beNFC, Harco Leasing or such party of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Pooling Agreement, the Servicing Agreement, the Purchase Agreement, the Lease Purchase Agreement and the Servicing Agreement, as the case may beTitling Trust Documents, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee The Issuer agrees to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer is necessary and desirable to compel or secure the performance and observance by the Seller Seller, the Depositor, the Depositor Receivables Trustee, the Parent and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Transaction Documents in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage LoansTransaction Documents, including the transmission of notices of default on the part of the Seller Seller, the Depositor, the Depositor Receivables Trustee, the Parent or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller Seller, the Depositor, the Depositor Receivables Trustee, the Parent or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing AgreementTransaction Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of 66-2/3% of the Security Balances of the Notes Required Noteholders shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Parent or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing AgreementTransaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Parent or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may beTransaction Documents, and any right of the Issuer to take such action shall not be suspended. (c) The Issuer may contract with other Persons, including the Administrator, to assist it in performing its duties under this Indenture, and any performance of such duties by the Administrator or another Person identified to the Indenture Trustee in an Officer’s Certificate of the Administrator shall satisfy the obligations of the Issuer with respect thereto. Initially, the Issuer has contracted with the Administrator, and the Administrator has agreed, to the extent specified in the Trust Agreement, to assist the Issuer in performing its duties under this Indenture.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder owner of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Servicing Agreements and the Sale and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Servicing Agreements, and the Sale and Servicing Agreement Agreement, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and Servicing Agreements and the Sale and Servicing Agreement. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-Notes representing not less than 66 2/3% of the Security Balances aggregate Note Balance of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and Servicing Agreements or the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and Servicing Agreements or the Sale and Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall execute all documents provided to it by the Indenture Trustee necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, the Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale Agreement in the case of the Seller, the Master Servicing Agreement in the case of the Master Servicer and the Master Servicing Agreement and the Servicing AgreementAdministration Agreement in the case of the Administrator in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale Agreement, the Master Servicing Agreement and the Servicing Administration Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Administrator or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Administrator or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale Agreement, Master Servicing Agreement and the Servicing Administration Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Administrator or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale Agreement, Master Servicing Agreement and the Servicing Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Administrator or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Sale Agreement, Master Servicing Agreement and the Servicing Agreement, as the case may be, Administration Agreement and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee (at the direction of the Insurer) to do so and at the AdministratorServicer's or Seller's expense, as applicable, the Issuer in its capacity as holder of the Mortgage Loans, shall agrees to take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement and the Mortgage Loan Purchase Agreement and in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement and the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their respective obligations under the Sale and Servicing Agreement and the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an a Rapid Amortization Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee with the consent of the Mortgage LoansInsurer, subject to may, and, at the rights written direction of the Credit Enhancer under the Servicing Agreement mayInsurer (or, if an Insurer Default has occurred and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of is continuing, the Holders of 66-66 2/3% of the Security Balances Outstanding Amount of the Notes Controlling Class Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing AgreementTransaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Depositor, the Servicers or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder under the Transaction Documents and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may beTransaction Documents, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Securities Insurer or the Indenture Trustee Trustee, and with the consent of the Securities Insurer (so long as a Securities Insurer Default has not occurred and is continuing) and in each case subject to do so the rights of the Securities Insurer hereunder and under the Sale and Servicing Agreement, and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or Securities Insurer, as applicable, may request to cause the Issuer to compel or secure the performance and observance by KBUSA, the Seller Depositor, the Swap Counterparty, the Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Sale and Servicing Agreement (and with respect to the Administrator only, the Administration Agreement, with respect to the Swap Counterparty only, each of the Interest Rate Swaps, and with respect to the Cap Provider only, each of the Cap Agreements and with respect to KBUSA only, under the KBUSA Student Loan Purchase Agreement and Transfer Agreement) in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement (and the Servicing Administration Agreement, the Interest Rate Swaps, the KBUSA Student Loan Transfer Agreement or the Cap Agreements, as applicable) to the extent and in the manner directed by the Indenture TrusteeTrustee or the Securities Insurer, as pledgee of the Mortgage Loansapplicable, including the transmission of notices of default on the part of the Seller Depositor, the Swap Counterparty, the Administrator or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, the Swap Counterparty, the Administrator or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Servicing Agreement (and the Servicing Administration Agreement, the Interest Rate Swaps, the KBUSA Student Loan Transfer Agreement or the Cap Agreements, as applicable). (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and Trustee shall at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of (x) with respect to the Holders of 66-2/3Group I Notes, the Group I Controlling Parties, representing not less than a 66.67% of the Security Balances Outstanding Amount of the Notes shallrelated Group I Notes, and (y) with respect to the Group II Notes, the Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the holders of Group II Notes, representing not less than 66.67% of the Outstanding Amount of the Group II Notes), exercise all rights, remedies, powers, privileges and claims of the Issuer against KBUSA, the Seller or Depositor, the Administrator, the Master Servicer Servicer, the Swap Counterparty or Cap Provider under or in connection with the Mortgage Sale and Servicing Agreement (and the Administration Agreement, Interest Rate Swaps, the KBUSA Student Loan Purchase Transfer Agreement and the Servicing AgreementCap Agreements, as applicable), including the right or power to take any action to compel or secure performance or observance by KBUSA, the Seller or Depositor, the Administrator, the Master Servicer, as the case may be, Swap Counterparty and the Cap Provider of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Sale and Servicing Agreement (and the Administration Agreement, the Interest Rate Swaps, the KBUSA Student Loan Purchase Transfer Agreement and the Servicing Agreement, as the case may be, Cap Agreements) and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Bond Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Bond Insurer, so long as no Bond Insurer Default exists, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement. So long as no Bond Insurer Default exists, the Bond Insurer shall have the right to approve or reject any proposed successor to the Servicer (other than the Indenture Trustee) under the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer Bond Insurer under this Agreement and the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Bond Insurer or, if a Bond Insurer Default exists, the Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, the Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and Supplemental Sale and Servicing Agreement (and with respect to the Servicing Administrator only, the Administration Agreement) in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the any Supplemental Sale and Servicing Agreement (and the Administration Agreement) to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Administrator or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Administrator or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Sale and Servicing Agreement and any Supplemental Sale and Servicing Agreement (and the Servicing Administration Agreement). (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of either the Holders Surety Provider or, upon receipt of the Surety Provider's written consent, the Noteholders of 66-2/3% of the Security Balances Outstanding Amount of the Outstanding Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Administrator or the Master Servicer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and any Supplemental Sale and Servicing Agreement (and the Servicing Administration Agreement), including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Administrator or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase related Sale and Servicing Agreement and any Supplemental Sale and Servicing Agreement (and the Servicing Administration Agreement, as the case may be, ) and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer Issuing Entity in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer Issuing Entity to compel or secure the performance and observance by the Seller Sponsor and the Master Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Sponsor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Sponsor or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes Bonds shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller Sponsor or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Sponsor or the Master Servicer, as the case may be, of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer Issuing Entity to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement, any Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement, any Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement, any Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Security Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement, any Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement, any Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement or to the Seller under or in connection with the Purchase Agreement and in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement (or the Seller under or in connection with the Purchase Agreement) to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or the Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of not less than 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. (c) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders of not less than 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Seller against Case Credit under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by Case Credit of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any right of the Seller to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer or the Indenture Trustee Trustee, with the written consent of the Enhancer, to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder owner of the Mortgage Loans, shall shall, with the written consent of the Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Agreement, may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-66 2/3% of the Security Balances aggregate Note Balance of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or by the Seller and Ford Credit, as applicable, of each of their obligations under or in connection with the Purchase Agreement and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Sale and Servicing Agreement and the Servicing Agreement Purchase Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, the Servicer or the Master Servicer Ford Credit thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or by the Seller or Ford Credit of each of their obligations under the Purchase Agreement and the Servicing Agreement.. 50 (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-Notes evidencing not less than 66 2/3% of the Security Balances principal amount of the Notes Outstanding shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Servicing Agreement, or against the Seller or Ford Credit under or in connection with the Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Master ServicerFord Credit, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Mortgage Loan Sale and Servicing Agreement or the Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Depositor, SLM ECFC, the Administrator and the Master Servicer, as applicable, of each of their respective obligations to the Issuer Issuer, whether directly or by assignment, under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Depositor, SLM ECFC, the Administrator or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, SLM ECFC, the Administrator or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, SLM ECFC, the Administrator or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, SLM ECFC, the Administrator or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may berespectively, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale and Servicing Indenture 42 Agreement or to the Seller under or in connection with the Purchase Agreement and in accordance with the Servicing Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement (or the Seller under or in connection with the Purchase Agreement) to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Servicing Agreement or the Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of not less than 66-2/3% of the Security Balances Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer, as the case may be, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Mortgage Loan Purchase Agreement Sale and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. (c) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders of not less than 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Seller against Credit under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by Credit of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any right of the Seller to take such action shall be suspended.