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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) 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 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) 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 Noteholders of at least 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 at the direction of the Majority Noteholders to do so and at the AdministratorIssuer’s expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Indenture Event of Default has occurred and is continuingoccurred, the Indenture Trustee mayshall, and at with the direction (which direction shall be in writing) prior written consent of the Holders of 66 2/3% of the Outstanding Amount shallMajority Noteholders, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 At the Administrator’s expense, the Issuer shall will promptly take all such lawful action as the Indenture Trustee may request to (i) compel or secure the performance by (A) the Depositor and observance by the Seller or the Servicer, as applicable, of each Servicer of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with or (B) the terms thereof, Depositor and to Ford Credit of their obligations under the Purchase Agreement and (ii) exercise any and all rights, remedies, powers powers, privileges and privileges claims lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement such agreements 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) 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 Noteholders of 66 at least 66-2/3% of the Outstanding Amount shallNote Balance of the Controlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Seller Depositor or the Servicer under or in connection with the Sale and Servicing Agreement or (ii) the Depositor or Ford Credit under the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, of each such Persons of their obligations to the Issuer thereunder under such agreements, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicablesuch agreements, and any right of the Issuer to take such action shall will 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Trust Depositor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 Trust Depositor or the Servicer thereunder and the institution of legal or of administrative actions or proceedings to compel or secure performance by the Seller Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Modified Required Holders of 66 2/3% of the Outstanding Amount shall, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) 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 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) 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 Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Master Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 a Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the such Seller or the Master Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting and may include a facsimile) of the Holders of 66 2/3% of the Outstanding Amount shall, 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 Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the a Seller or the Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.. ARTICLE SIX

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Trust Depositor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of 66 2/3% of the Outstanding Amount shall, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller or the Company, as applicable, of each of their obligations under or in accordance connection with the terms thereofPurchase Agreement, 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 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting 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 Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, or against the Company or the Seller 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 the Seller or the Servicer, or the Company or the Seller, as applicablethe 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 Sale and Servicing Agreement or the Purchase Agreement, as applicablethe case may be, 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 '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 Seller or Trust Depositor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Pooling and Servicing 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 Sale Pooling and Servicing 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Trust Depositor or the Servicer of each of their obligations under the Sale Pooling and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor or the Servicer under or in connection with the Sale Pooling and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Pooling and Servicing Agreement, as applicable, 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 AdministratorIssuer’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 Seller or Seller, the Depositor and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sales Agreement and the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller Seller, the Depositor or the Master Servicer of each of their obligations under the Sale and Servicing Agreement and the Sales Agreement. (b) If an Event of Default of which a Responsible Officer of the Indenture Trustee has Actual Knowledge has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders of 66 2/3% of the Outstanding Amount Majority Controlling Class Noteholders 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 Sale and Servicing Agreement or the Seller under or in connection with the Sales 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 Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or Sales Agreement, as applicable, 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 '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 Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Trust 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 Sale and Servicing Trust 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Trust Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has shall have occurred and is be continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of 66 2/3% of the Outstanding Amount Note Balances shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Trust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Trust Agreement, as applicable, 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing Agreement each such 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and Servicing Agreement. (b) If an Event of Indenture Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% Noteholders holding not less than a majority of the Outstanding Amount Amount, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Vehicle Trustee or the Servicer under or in connection with the Sale and Servicing AgreementAgreement or the Servicing Supplement, as applicable, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 Depositor, the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders Owners of 66 66-2/3% of the Outstanding Amount of the Notes 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, 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 applicablethe 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 Sale and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Master Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 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 Sale and Servicing Agreement. (b) If the Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting and may include a facsimile) of the Holders of 66 66-2/3% of the Outstanding Amount shall, 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 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 Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of 66 2/3662/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 shall agrees to take all such lawful action as the Indenture Trustee may reasonably request to compel or secure the performance and observance by the Seller or Seller, the Parent and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement Transaction Documents 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 Sale and Servicing Agreement Transaction Documents 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 Seller, the Parent or the Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller Seller, the Parent or the Servicer of each of their obligations under the Sale and Servicing AgreementTransaction Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing) of the Holders Required Noteholders of 66 2/3% of the Outstanding Amount a Series shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Receivables Trust, the Seller, the Parent or the Servicer under or in connection with the Sale and Servicing AgreementTransaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller Receivables Trust, the Seller, the Parent or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicableTransaction Documents, 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 Master Servicer's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Master Sale and Servicing 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 Master Sale and Servicing 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 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 Master Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuingcontinuing with respect to a Series, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing) of the Holders of 66 66-2/3% of the Outstanding Amount of the Notes of such Series 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 Master 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 Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Master Sale and Servicing Agreement, as applicable, 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing Agreement 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders Noteholders of 66 2/3% Notes evidencing not less than a majority of the Outstanding Amount principal amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer or the ServicerBank, as applicablethe 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 Sale and Servicing Agreement, as applicable, 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 '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 Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.. ARTICLE SIX

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of 66 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 Administra- tor'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 Seller or and the Servicer, Master Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 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 Sale and Servicing Agreement. (b) If the Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting and may include a facsimile) of the Holders of 66 2/3___% of the Outstanding Amount shall, 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 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 Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 Issuing Entity shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer Issuing Entity under or in connection with the Sale and Servicing Agreement and the Exchange Note Servicing Supplement, in accordance with the terms 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 Sale and Servicing Agreement each such 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing AgreementServicer. (b) 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 66 Noteholders holding not less than 66-2/3% of the Outstanding Amount Note Amount, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller or Depositor and the Servicer under or in connection with the Sale and Servicing Agreementany other Transaction Document, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicablesuch Transaction Document, and any right of the Issuer Issuing Entity 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Seller, the Student Loan Marketing Association, the Administrator and the Servicer, as applicable, of each of their obligations to the Issuer Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement 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 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, including the transmission of notices of default on the part of the Seller Seller, the Student Loan Marketing Association, the Administrator or the 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 Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayPurchase Agreement, the Administration Agreement and at the direction (which direction shall be in writing) of the Holders of 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspendedrespectively.

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Loan Originator and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with or the terms thereofLoan Purchase and Contribution Agreement, 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 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 Loan Originator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Loan Originator or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Loan Purchase and Contribution Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders of 66 2/3% of the Outstanding Amount Majority Noteholders shall, subject to Section 5.06(c) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Loan Originator or the Servicer under or in connection with the Sale and Servicing Agreement or the Loan Purchase and Contribution Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Loan Originator or the Servicer, as applicablethe 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 Sale and Servicing Agreement, as applicable, 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 AdministratorServicer’s expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Representative, the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 Servicer's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Representative, the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Trustee is a Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 Controlling Party to do so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee Controlling Party may request to compel or secure the performance and observance by the Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Trust 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 Sale and Servicing Trust Agreement to the extent and in the manner directed by the Indenture TrusteeControlling Party, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Trust Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has shall have occurred and is be continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of 66 2/3% of the Outstanding Amount Note Balances shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Trust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Trust Agreement, as applicable, 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 '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 Seller or Transferor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 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 Transferor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Transferor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders of 66 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Transferor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor or the Servicer, as applicablethe 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 Sale and Servicing Agreement, as applicable, 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Company or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 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 Company or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Company or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Company or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Company or the Servicer, as applicablethe 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 Sale and Servicing Agreement, as applicable, 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 '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 Seller or Loan Originator and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with or the terms thereofLoan Purchase Agreement, 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 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 Loan Originator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Loan Originator or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Loan Purchase Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders of 66 2/3% of the Outstanding Amount Majority Noteholders shall, subject to Section 5.06(c) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Loan Originator or the Servicer under or in connection with the Sale and Servicing Agreement or the Loan Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Loan Originator or the Servicer, as applicablethe 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 Sale and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Master Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 a Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the such Seller or the Master Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting and may include a facsimile) of the Holders of 66 2/3% of the Outstanding Amount shall, 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 Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the a Seller or the Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a1) Promptly following a request from the Indenture Trustee at the direction of the Majority Noteholders to do so and at the AdministratorIssuer’s expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b2) If an Indenture Event of Default has occurred and is continuingoccurred, the Indenture Trustee mayshall, and at with the direction (which direction shall be in writing) prior written consent of the Holders of 66 2/3% of the Outstanding Amount shallMajority Noteholders, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 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 Seller or Trust Depositor, the Seller[, the [Swap][Cap] Counterparty] and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the Interest Rate [Swap][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 Sale and Servicing Agreement [and the Interest Rate [Swap][Cap] 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor[, the [Swap][Cap] Counterparty] or the Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate [Swap][Cap] Agreement], including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 Issuer's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may reasonably request to compel or secure the performance and observance by the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement 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 Sale Agreement and the Servicing Agreement Agreement, respectively, 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% 66-2/3 percent of the Outstanding Amount of the Bonds , shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the 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 or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Agreement or the Servicing Agreement, as applicablerespectively, 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer under or in connection with the Sale and 2018-B Servicing Agreement in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and 2018-B Servicing Agreement Agreement, as the case may be, 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and 2018-B Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes representing at least 66 2/3% of the Outstanding Amount shallAmount, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and 2018-B Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and 2018-B Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspendedsuspended unless such Event of Default has been waived or otherwise cured.

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer under or in connection with the Sale and 2021-A Servicing Agreement in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and 2021-A Servicing Agreement Agreement, as the case may be, 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and 2021-A Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes representing at least 66 2/3% of the Outstanding Amount shallAmount, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and 2021-A Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and 2021-A Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspendedsuspended unless such Event of Default has been waived or otherwise cured.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee (at the direction of the Controlling Party) to do so and at the Administrator’s Servicer's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Sponsor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 Sponsor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Sponsor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an the Trustee is a Controlling Party and if a Rapid Amortization Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing) of the Holders of 66 66-2/3% of the Outstanding Amount of the related Class of Securities shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Sponsor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Sponsor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer under or in connection with the Sale and 2019-B Servicing Agreement in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and 2019-B Servicing Agreement Agreement, as the case may be, 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and 2019-B Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes representing at least 66 2/3% of the Outstanding Amount shallAmount, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and 2019-B Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and 2019-B Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspendedsuspended unless such Event of Default has been waived or otherwise cured.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expenseTrustee, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Depositor and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 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 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 Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Holders of 66 66-2/3% of the Outstanding Amount of the Notes 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 Sale and 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 applicablethe 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 Sale and Servicing Agreement, as applicable, 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 '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 Seller or Trust Depositor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 Trust Depositor or the Servicer thereunder and the institution of legal or of administrative actions or proceedings to compel or secure performance by the Seller Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Holders of 66 66-2/3% of the Outstanding Amount shall, of the Notes shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders Owners of 66 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicablethe 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 Sale and Servicing Agreement, as applicable, 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer under or in connection with the Sale and 2021-B Servicing Agreement in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and 2021-B Servicing Agreement Agreement, as the case may be, 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and 2021-B Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes representing at least 66 2/3% of the Outstanding Amount shallAmount, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and 2021-B Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and 2021-B Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspendedsuspended unless such Event of Default has been waived or otherwise cured.

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, Master Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 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 Sale and Servicing Agreement. (b) If the Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting and may include a facsimile) of the Holders of 66 66-2/3% of the Outstanding Amount shall, 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 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 Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.waiver

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, Master Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 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 Sale and Servicing Agreement. (b) If the Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting and may include a facsimile) of the Holders of 66 2/3% 66K% of the Outstanding Amount shall, 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 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 Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, the Seller or and the Servicer, as applicable, of each Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement Basic Documents, 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 under or in connection with the Sale and Servicing Agreement Basic Documents 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 CRB or the Servicer Depositor thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller CRB or the Servicer Depositor of each of their its respective obligations under the Sale and Servicing AgreementBasic Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes evidencing not less than 66 2/32⁄3% of the Outstanding Amount 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 applicablethe case may be, of each of their 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 applicablethe case may be, 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer under or in connection with the Sale and 2020-B Servicing Agreement in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and 2020-B Servicing Agreement Agreement, as the case may be, 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and 2020-B Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes representing at least 66 2/3% of the Outstanding Amount shallAmount, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and 2020-B Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and 2020-B Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspendedsuspended unless such Event of Default has been waived or otherwise cured.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so Trustee, 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 Seller or Depositor, the ServicerSellers, the Administrator, the Back-up Administrator and the Servicers, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement Basic Documents 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 Sale and Servicing Agreement to the extent and in the manner directed by the Indenture TrusteeBasic Documents, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, the Sellers, the Administrator, the Back-up Administrator or the Servicer Servicers of each of their obligations under the Sale and Servicing AgreementBasic Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and shall at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3Interested Noteholders, representing not less than 66.67% of the Outstanding Amount shallof the applicable Classes of Notes, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, the Sellers, the Administrator, the Back-up Administrator, the Servicers or the Servicer Guarantee Agency under or in connection with the Sale and Servicing AgreementBasic Documents, including the right or power to take any action to compel or secure performance or observance by the Seller or Depositor, the ServicerSellers, as applicablethe Administrator, the Back-up Administrator and the Servicers of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, Basic Documents 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 '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 Seller or Transferor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 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 Transferor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Transferor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders of 66 66-2/3% of the Highest Priority Classes Notes Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Transferor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor or the Servicer, as applicablethe 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 Sale and Servicing Agreement, as applicable, 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 Depositor's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller SPC or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Contribution and Servicing 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 Sale Contribution and Servicing 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 SPC or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller SPC or the Servicer of each of their obligations under the Sale Contribution and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Holders of 66 at least 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller SPC or the Servicer under or in connection with the Sale Contribution and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller SPC or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Contribution and Servicing Agreement, as applicable, 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer under or in connection with the Sale and 2018-A Servicing Agreement in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and 2018-A Servicing Agreement Agreement, as the case may be, 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and 2018-A Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes representing at least 66 2/3% of the Outstanding Amount shallAmount, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and 2018-A Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and 2018-A Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspendedsuspended unless such Event of Default has been waived or otherwise cured.

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer under or in connection with the Sale and 2019-A Servicing Agreement in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and 2019-A Servicing Agreement Agreement, as the case may be, 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and 2019-A Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes representing at least 66 2/3% of the Outstanding Amount shallAmount, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and 2019-A Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and 2019-A Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspendedsuspended unless such Event of Default has been waived or otherwise cured.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s Company's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Company or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 Company or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Company or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Holders of 66 66-2/3% of the Outstanding Amount of each Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Company or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Company or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Seller, the Depositor, the Trust Administrator or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 to the extent and in the manner directed by the Indenture TrusteeAgreement, including the transmission of notices of default on the part of the Seller Seller, the Depositor, the Trust Administrator or the Servicer thereunder Servicer, as applicable, under the Sale and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Depositor, the Trust Administrator or the Servicer of each of their applicable obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% a majority of the Outstanding Amount Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, the Trust Administrator or the Servicer under or in connection with 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 Servicer, as applicable, of each of their applicable obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or Trust Depositor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 Trust Depositor or the Servicer thereunder and the institution of legal or of administrative actions or proceedings to compel or secure performance by the Seller Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Modified Required Holders of 66 2/3% of the Outstanding Amount shall, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) 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 66 2/3[___]% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of 66 66-2/3% of the Outstanding Amount shall, of the Notes shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer under or in connection with the Sale and 2020-A Servicing Agreement in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and 2020-A Servicing Agreement Agreement, as the case may be, 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and 2020-A Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes representing at least 66 2/3% of the Outstanding Amount shallAmount, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and 2020-A Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and 2020-A Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspendedsuspended unless such Event of Default has been waived or otherwise cured.

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Trust Depositor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Pooling and Servicing 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 Sale Pooling and Servicing 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Trust Depositor or the Servicer of each of their obligations under the Sale Pooling and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor or the Servicer under or in connection with the Sale Pooling and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Pooling and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.. [remainder of this page intentionally left blank]

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Trust Depositor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 Trust Depositor or the Servicer thereunder and the institution of legal or of administrative actions or proceedings to compel or secure performance by the Seller Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of 66 2/3% of the Outstanding Amount shall, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.. 26 ARTICLE SIX

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Insurer Default has occurred and is continuing and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) 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 Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) . (a) Promptly following a request from the Indenture Trustee upon the direction of the Servicer to do so and at the Administrator’s Issuer's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Transferor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 Transferor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Transferor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing) of the Holders of 66 66-2/3% of the Outstanding Amount outstanding Note Balance shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Transferor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or Trust Depositor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing Agreement or any other Operative Document to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, the Seller or the Servicer of each of their obligations under the Sale and Servicing AgreementAgreement and the other Operative Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Holders Registered Owners of 66 66-2/3% of the Outstanding Amount 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, Agreement and the other Operative Documents 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 applicablethe 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 Sale and Servicing Agreement, as applicable, Agreement or any other Operative Document 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 '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 Seller or Transferor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 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 Transferor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Transferor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders of 66 66- 2/3% of the Highest Priority Classes Notes Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Transferor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor or the Servicer, as applicablethe 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 Sale and Servicing Agreement, as applicable, 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 Trustee, and at the Administrator’s '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 Seller or Depositor, the Sellers, the Administrator, the Back-up Administrator, and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement Basic Documents 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 Sale and Servicing Agreement to the extent and in the manner directed by the Indenture TrusteeBasic Documents, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, the Sellers, the Administrator, the Back-up Administrator or the Servicer of each of their obligations under the Sale and Servicing AgreementBasic Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and shall at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3Interested Noteholders, representing not less than 66.67% of the Outstanding Amount shallof the applicable Classes of Notes, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, the Sellers, the Administrator, the Back-up Administrator, the Servicer or the Servicer Guarantee Agency under or in connection with the Sale and Servicing AgreementBasic Documents, including the right or power to take any action to compel or secure performance or observance by the Seller or Depositor, the ServicerSellers, as applicablethe Administrator, the Back-up Administrator and the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, Basic Documents 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 '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 Seller or Transferor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 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 Transferor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Transferor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders of 66 66-2/3% of the Highest Priority Class Notes Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Transferor or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor or the Servicer, as applicablethe 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 Sale and Servicing Agreement, as applicable, 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 expenseso, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Sellers and the Servicer, as applicable, of each of their respective obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Sellers or the Servicer of each of their respective obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 66-2/3% of the Outstanding Amount of the Controlling Notes shall, foreclose upon its security interest in the Issuer's rights under the Sale and Servicing Agreement and exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Sellers or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Sellers or the Servicer, as applicable, Servicer of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Master Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 a Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the such Seller or the Master Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting and may include a facsimile) of the Holders of 66 2/3% of the Outstanding Amount shall, 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 Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the a Seller or the Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.. ARTICLE SIX

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Seller[,] [and] the Servicer[, the Holder of the Revolving Liquidity Note] and [the Swap Counterparty], as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement Agreement[, the Revolving Liquidity Note Agreement] and [the Interest Rate Swap Agreement] or by the Seller of its remedies under or in accordance connection with the terms thereofReceivables Purchase Agreement, 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 Revolving Liquidity Note 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 Seller[,] [or] the Servicer [or the 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[,] [or] the Servicer[, or the Servicer Holder of the Revolving Liquidity Note] of each of their respective obligations under the Sale and Servicing Agreement [and the Revolving Liquidity Note Agreement]. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders of 66 66-2/3% of the Outstanding Amount shallof the Notes (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 Seller[,] [or] the Servicer[, the Holder of the Revolving Liquidity Note] or [the Servicer Swap Counterparty] under or in connection with the Sale and Servicing Agreement[, the Revolving Liquidity Note Agreement] and [the 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[,] [or] the Servicer [or the Servicer, as applicableAdministrator], of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement, as applicable, thereunder 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Originator and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with or the terms thereofLoan Sale Agreement, 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 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 Originator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Originator or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Loan Sale Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders of 66 2/3% of the Outstanding Amount Majority Noteholders shall, subject to Section 5.06(c) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Originator or the Servicer under or in connection with the Sale and Servicing Agreement or the Loan Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Originator or the Servicer, as applicablethe case maybe, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement, as applicable, 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 's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, as applicable, of each of their respective obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their respective obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 66-2/3% of the Outstanding Amount of the [Controlling] Notes shall, foreclose upon its security interest in the Issuer's rights under the Sale and Servicing Agreement and exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 Servicer's or Seller's expense, as applicable, the Issuer shall Issuing Entity agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Sale and Servicing Agreement in accordance with the terms 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their respective obligations under the Sale and Servicing Agreement. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 66-2/3% of the Outstanding Amount Note Balances of the Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller or the Servicer under or in connection with the Sale and Servicing AgreementOperative Agreements, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Depositor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder Issuing Entity under the Operative Agreements and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicableOperative Agreements, and any right of the Issuer Issuing Entity 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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, Master Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 a Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the such Seller or the Master Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting and may include a facsimile) of the Holders of 66 2/3% 66K% of the Outstanding Amount shall, of the Notes shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the any Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the a Seller or the Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, as applicable, of each of their respective obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their respective obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 66-2/3% of the Outstanding Amount of the Notes shall, foreclose upon its security interest in the Issuer's rights under the Sale and Servicing Agreement and exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Trust 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 Sale and Servicing Trust 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Trust Agreement.. 42 (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of 66 2/3% of the Outstanding Amount Note Balances shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Trust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Trust Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly If an Event of Default has occurred and is continuing, promptly following a request from the Indenture Trustee to do so and at the Administrator’s expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by any party to the Seller or the Servicer, as applicableTransfer and Servicing Agreement, of each of their such party's obligations to the Issuer under or in connection with the Sale Transfer and Servicing Agreement in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Transfer and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of any party to the Seller or the Servicer thereunder Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by any party to the Seller or the Servicer Transfer and Servicing Agreement of each of their such party's obligations under the Sale Transfer and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders holders of the Controlling Class of Notes representing at least 66 2/3% of the Outstanding Amount of such Notes shall, subject to the proviso and last sentence of Section 5.11, exercise all rights, remedies, powers, privileges and claims of the Issuer against any party to any of the Seller or the Servicer Basic Documents under or in connection with any of the Sale and Servicing AgreementBasic Documents, including the right or power to take any action to compel or secure performance or observance by any party to any of the Seller or the Servicer, as applicable, Basic Documents of each of their such party's obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under any of the Sale and Servicing Agreement, as applicableBasic Documents, 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 (at the direction of the Insurer) to do so and at the AdministratorMaster Servicer’s expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Transfer and Servicing 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 Sale Transfer and Servicing 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 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 Sale Transfer and Servicing Agreement. (b) If an a Rapid Amortization Event of Default has occurred and is continuing, the Indenture Trustee Trustee, with the consent of the Insurer, may, and and, at the written direction of the Insurer (which direction shall be in writing) of or, if an Insurer Default has occurred and is continuing, the Holders of 66 2/3% of the 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 Sale Transfer and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Transfer and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of 66 2/31/2% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or the Servicer, as applicable, of each of their its obligations to the Issuer under or in connection with the Sale and Servicing Assignment 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 Sale and Servicing Assignment 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and Servicing Assignment Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of 66 2/3% a majority of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Assignment Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Assignment Agreement, as applicable, 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 '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 Seller or and the Servicer, Master Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 a Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the such Seller or the Master Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting and may include a facsimile) of the Holders of 66 2/3% of the Outstanding Amount shall, 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 Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the a Seller or the Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Trust 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 Sale and Servicing Trust 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Trust Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of 66 2/3% of the Outstanding Amount Note Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Trust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Trust Agreement, as applicable, 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 The Issuer agrees to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request is necessary and desirable to compel or secure the performance and observance by the Sellers, the Oportun Sponsor/Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement Transaction Documents 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 Sale and Servicing Agreement to the extent and in the manner directed by the Indenture TrusteeTransaction Documents, including the transmission of notices of default on the part of the Sellers, the Oportun Sponsor/Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Sellers, the Oportun Sponsor/Seller or the Servicer of each of their obligations under the Sale and Servicing AgreementTransaction Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the direction (which direction shall be in writing) of the Holders of 66 2/3% of the Outstanding Amount Required Noteholders shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Sellers, the Oportun Sponsor/Seller or the Servicer under or in connection with the Sale and Servicing AgreementTransaction Documents, including the right or power to take any action to compel or secure performance or observance by the Sellers, the Oportun Sponsor/Seller or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicableTransaction Documents, and any right of the Issuer to take such action shall be suspended.. 4866-9982-4145.5

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 shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of 66 2/3% 66?% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Transferor, the ServicerServicer and the Cap Provider, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement and the Interest Rate Cap 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 Sale and Servicing Agreement each such 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and Servicing Agreement. (b) If an Event of Indenture Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% Noteholders holding not less than a Majority Interest of the Outstanding Amount Notes voting as a single class, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or Transferor, the Titling Trustee, the Servicer and the Cap Provider under or in connection with the Sale Servicing Agreement and Servicing the Interest Rate Cap Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.. Indenture

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so Trustee, 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 Seller or Depositor, the ServicerSellers, the Administrator, the Back-up Administrator and the Servicers, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement Basic Documents 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 Sale and Servicing Agreement to the extent and in the manner directed by the Indenture TrusteeBasic Documents, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, the Sellers, the Administrator, the Back-up Administrator or the Servicer Servicers of each of their obligations under the Sale and Servicing AgreementBasic Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and subject to Section 5.11, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3Interested Noteholders, representing not less than 66.67% of the Outstanding Amount shallof the applicable Classes of Notes, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, the Sellers, the Administrator, the Back-up Administrator, the Servicers or the Servicer Guarantee Agency under or in connection with the Sale and Servicing AgreementBasic Documents, including the right or power to take any action to compel or secure performance or observance by the Seller or Depositor, the ServicerSellers, as applicablethe Administrator, the Back- up Administrator, and the Servicers of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, Basic Documents 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 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 Seller or Trust Depositor, the Seller[, the [Swap][Cap] Counterparty] and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement[,][ and] the Transfer and Sale Agreement [and the Interest Rate [Swap][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 Sale and Servicing Agreement [and the Interest Rate [Swap][Cap] 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor[, the [Swap][Cap] Counterparty] or the Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate [Swap][Cap] Agreement], including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 AdministratorServicer’s expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction (which direction shall be in writing) 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 Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Trust 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 Sale and Servicing Trust 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Trust Agreement.. 41 (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of 66 2/3% of the Outstanding Amount Note Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Trust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Trust Agreement, as applicable, 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Transferor, the ServicerServicer and the Cap Provider, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement and the Interest Rate Cap 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 Sale and Servicing Agreement each such 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their its obligations under the Sale and Servicing Agreement. (b) If an Event of Indenture Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% Noteholders holding not less than a Majority Interest of the Outstanding Amount Notes voting as a single class, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or Transferor, the Titling Trustee, the Servicer and the Cap Provider under or in connection with the Sale Servicing Agreement and Servicing the Interest Rate Cap Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 '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 Seller or and the Servicer, Master Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 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 Sale and Servicing Agreement. (b) If the Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting and may include a facsimile) of the Holders of 66 2/3% 66K% of the Outstanding Amount shall, 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 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 Servicer, as applicable, Master Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall 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 Servicer's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Representative, and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 Representative or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Representative or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Representative or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Representative or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Trust Depositor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofTransaction Documents, 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 Transaction Documents 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing AgreementTransaction Documents. (b) If an Event of a Servicer Default has occurred and is continuing, the Indenture Trustee mayTrustee, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% of the Outstanding Amount shall, Majority Noteholders shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 shall agrees to take all such lawful action as the Indenture Trustee or any Required Person may reasonably request to compel or secure the performance and observance by BWF, BCC and the Seller or the ServicerServicers, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement Transaction Documents 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 Sale and Servicing Agreement Transaction Documents to the extent and in the manner directed by the Indenture TrusteeTrustee or any Required Person, including the transmission of notices of default on the part of the Seller BCC, BWF or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller BCC, BWF or the Servicer of each of their respective obligations under the Sale and Servicing AgreementTransaction Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the direction (which direction shall be in writing) of the Holders of 66 2/3% of the Outstanding Amount Required Noteholders shall, subject to Section 11.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller any Brooke Party or the Servicer under or in connection with the Sale and Servicing AgreementTransaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller any Brooke Party or the Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicableTransaction Documents, 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 Servicer'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 Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) 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 66 Outstanding Notes representing at least 66-2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicablethe 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 Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly If an Event of Default has occurred and is continuing, promptly following a request from the Indenture Trustee to do so and at the Administrator’s expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by any party to the Seller or the Servicer, as applicableTransfer and Servicing Agreement, of each of their such party’s obligations to the Issuer under or in connection with the Sale Transfer and Servicing Agreement in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Transfer and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of any party to the Seller or the Servicer thereunder Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by any party to the Seller or the Servicer Transfer and Servicing Agreement of each of their such party’s obligations under the Sale Transfer and Servicing Agreement. (b) 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 the Controlling Class of Notes representing at least 66 2/3% of the Note Balance of such Controlling Class of Notes then Outstanding Amount shall, subject to the proviso and last sentence of Section 5.11, exercise all rights, remedies, powers, privileges and claims of the Issuer against any party to any of the Seller or the Servicer Basic Documents under or in connection with any of the Sale and Servicing AgreementBasic Documents, including the right or power to take any action to compel or secure performance or observance by any party to any of the Seller or the Servicer, as applicable, Basic Documents of each of their such party’s obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or Loan Originator and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with or the terms thereofLoan Sale Agreement, 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 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 Loan Originator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Loan Originator or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Loan Sale Agreement. (ba) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders of 66 2/3% of the Outstanding Amount Majority Noteholders shall, subject to Section 5.06(c) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Loan Originator or the Servicer under or in connection with the Sale and Servicing Agreement or the Loan Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Loan Originator or the Servicer, as applicablethe 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 Sale and Servicing Agreement, as applicable, 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 '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 Seller or Loan Originator and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereofAgreement, 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 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 Loan Originator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Loan Originator or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, confirmed in writing promptly thereafter) of the Holders of 66 2/3% of the Outstanding Amount Majority Noteholders shall, subject to SECTION 5.06(c) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Loan Originator or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Loan Originator or the Servicer, as applicablethe 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 Sale and Servicing Agreement, as applicable, 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 AdministratorServicer’s expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing 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 Sale and Servicing 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Holders of 66 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with 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 Servicer, as applicable, Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.