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 Issuing Entity shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request to compel or secure the performance and observance by the Depositor or the Servicer, as applicable, of each of their obligations to the Issuing Entity under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor or Depositor, the Servicer, as applicable, of each Seller and the Servicer of their respective obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, Seller of each of their its obligations under or in connection with the Receivables Purchase Agreement, in each case in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Depositor, the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Depositor or Depositor, the Seller and the Servicer of each of their respective obligations under the Sale and Servicing Agreement or the Seller of its obligations under the Receivables Purchase Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity shall take all such lawful action as the Indenture TrusteeTrustee may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request to compel or secure the performance and observance by the Depositor or the Servicer, as applicable, of each of their obligations to the Issuing Entity under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, in its discretion or at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Seller, the Depositor or and the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement Agreement, or the performance and observance by the Depositor or the Servicer, as applicable, Seller of each of their its obligations to the Depositor under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Seller, the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor or the Servicer of each of their obligations under the Receivables Purchase Agreement and the Sale and Servicing Agreement.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale Transfer and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller, the Depositor, the Trust Administrator or the Servicer thereunder Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller, the Depositor, the Trust Administrator or the Master Servicer of each of their applicable obligations under the Sale Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor or the Servicer, as applicable, of each of their obligations to the Issuing Entity under or in connection with the Sale and Servicing Agreement or by the Depositor a Seller or the Servicer, as applicable, of each of their obligations under or in connection with the Sale and Servicing Agreement and the Receivables Purchase AgreementAgreements, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement and the Receivables Purchase Agreements to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of any of the Depositor Sellers or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor a Seller or the Servicer Servicer, as applicable, of each of their obligations under the Sale and Servicing AgreementAgreement and the Receivables Purchase Agreements; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of either the Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer Servicer, as applicable, of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement, as applicable; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Seller, the Depositor or and the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement Agreement, or the performance and observance by the Depositor or the Servicer, as applicable, Seller of each of their its obligations to the Depositor under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Seller, the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor or the Servicer of each of their obligations under the Receivables Purchase Agreement and the Sale and Servicing Agreement.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 34 (2020-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 37 (2023-C Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 37 (2023-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 37 (2024-B Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 35 (2018-B Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (2011-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 38 (2012-C Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 42 (2015-B Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Sellers or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Sellers or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor or the Servicer, as applicable, of each of their obligations to the Issuing Entity under or in connection with the Sale and Servicing Agreement or by the Depositor a Seller or the Servicer, as applicable, of each of their obligations under or in connection with the Sale and Servicing Agreement and the Receivables Purchase AgreementAgreements, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement and the Receivables Purchase Agreements to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of any of the Depositor Sellers or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor a Seller or the Servicer Servicer, as applicable, of each of their obligations under the Sale and Servicing AgreementAgreement and the Receivables Purchase Agreements; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Seller, the Depositor or the ServicerServicer and the Administrator, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Loan Sale and Agreement, the Transfer Agreement, the Servicing Agreement or by and the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, Administration Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Loan Sale Agreement, the Servicing Agreement and Servicing the Administration Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller, the Depositor, the Servicer or the Servicer Administrator thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller, the Depositor, the Servicer or the Servicer Administrator of each of their obligations under the Loan Sale and Agreement, the Servicing Agreement or the Administration Agreement.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by either Seller, the Depositor or Originator, the Depositor, the Master Servicer, the Subservicer, the Securities Administrator as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale Transfer and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale Transfer and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor or Seller, the Servicer thereunder Depositor, the Originator, the Subservicer, the Securities Administrator, the Master Servicer, as applicable, under the Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by either Seller, the Depositor or Originator, the Depositor, the Subservicer, the Securities Administrator, the Master Servicer of each of their applicable obligations under the Sale Transfer and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 20[__]-[ ] Indenture)

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 38 (2012-B Indenture)

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor or Trust Depositor, the Seller[, the [Swap][Cap] Counterparty] and the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement[,][ and] the Transfer and Sale Agreement or by [and the Depositor or the Servicer, as applicable, of each of their obligations under or Interest Rate [Swap][Cap] Agreement] in connection accordance with the Receivables Purchase Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity 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, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement.

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 Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

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 Issuing Entity shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure 37 (NALT 20[●]-[●] Indenture) the performance and observance by the Depositor or Depositor, the ServicerServicer [and the [Swap Counterparty][Cap Provider]], as applicable, of each of their obligations to the Issuing Entity under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer[and any Interest Rate [Swap][Cap] Agreement], as applicable, of each of their obligations under or in connection accordance with the Receivables Purchase Agreementterms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the 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, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer of each of their its obligations under the Sale and Servicing Agreement.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall Trustee may request to compel or secure the performance and observance by the Depositor Seller or the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Depositor either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement.; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. 37 (2013-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Controlling Insurer, or the Indenture Trustee with the consent of the Controlling Insurer, to do so and at the Administrator’s expenseso, the Issuing Entity Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of Trustee or the Controlling SecuritiesInsurer, shall as applicable, may request to compel or secure the performance and observance by the Seller, the Depositor or and the Servicer, as applicable, of each of their obligations to the Issuing Entity Issuer under or in connection with the Sale Transfer and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreementand other Operative Agreements, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity Issuer under or in connection with the Sale Transfer and Servicing Agreement and the other Operative Agreements to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of Trustee or the Controlling SecuritiesInsurer, as applicable, including the transmission of notices of default under the Sale and Servicing Agreement on the part of the Seller, the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor or the Servicer of each of their obligations under the Sale Transfer and Servicing AgreementAgreement and the other Operative Agreements.