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 Issuer’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to the Recovery Property, 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, 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 with respect to the Recovery Property, respectively. (b) If an Event of Default has occurred, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery 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 with respect to the Recovery Property, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 Agreement or the Servicing Agreement, respectively, 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller 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 Servicing Agreement with respect to the Recovery Property, respectivelyTransfer and Sale Agreement, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement and the Servicing 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 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or 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 Agreement or the and Servicing Agreement, respectively, 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 IssuerAdministrator’s expense, the Issuer agrees to Issuing Entity shall take all such lawful action as the Indenture Trustee may may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request to compel or secure the performance and observance by the Seller and Depositor or the Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Sale Agreement and the Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with respect to the Recovery PropertyReceivables Purchase Agreement, respectively, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with the terms thereofsuch Interest Rate Swap, if any, 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 and the Servicing Agreementsuch Interest Rate Swap, respectively, if any 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 or any such Interest Rate Swap, if any on the part of the Seller Depositor or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor or the Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement and the Servicing Agreement with respect to the Recovery Propertyany Interest Rate Swap, respectivelyif any. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount of the Recovery Bonds Controlling Securities shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller Depositor or the Servicer or the Interest Rate Swap, if any under or in connection with the Sale Agreement and the Servicing Agreement or any Interest Rate Swap, if any, or against the Depositor under or in connection with respect to the Recovery Property, respectivelyReceivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor or the Servicer Servicer, of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Servicing AgreementReceivables Purchase Agreement or any Interest Rate Swap, respectivelyif any, as the case may be, and any right of the Issuer Issuing Entity to take such action shall be suspended. (c) The Indenture Trustee shall give prompt written notice to the Swap Counterparty, if any, of each request for action that is made and direction received pursuant to this Section 5.16.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to or by the Recovery Property, respectively, 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 Servicing 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to or the Recovery Property, respectivelyReceivables Purchase Agreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount of the Recovery Bonds shallNotes of the Controlling Class (acting together as a single Class), subject to Article VI, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or and the Servicer under or in connection with the Sale Agreement and Servicing Agreement, against the Servicing Agreement Seller under or in connection with respect to the Recovery PropertyReceivables Purchase Agreement, respectivelyor against the Administrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Servicer Administrator, 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 Agreement or the Servicing Agreement, respectively, 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 so, and at the IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Trust Depositor, the Seller, 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 Servicing Agreement with respect to the Recovery Property, respectivelyTransfer and Sale Agreement, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement and the Servicing 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 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or 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 Agreement or the and Servicing Agreement, respectively, 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 Issuer’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to the Recovery Securitized Utility Tariff Property, 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, 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 with respect to the Recovery Securitized Utility Tariff Property, respectively. (b) If an Event of Default has occurred, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Securitized Utility Tariff 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 with respect to the Recovery Securitized Utility Tariff Property, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 Agreement or the Servicing Agreement, respectively, 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 Note Trustee to do so and at the Note Issuer’s 's expense, the Note Issuer agrees to take all such lawful action as the Indenture Note Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture Note 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 with respect to the Recovery PropertyAgreement, respectively. (b) If an Event of Default has occurred, the Indenture Note Trustee may, and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of sixty-six and two-thirds percent (66-2/3%) 2/3 percent of the Outstanding Amount of the Recovery Bonds Notes of all Series shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Note Issuer against the Seller or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Note Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectively, and any right of the Note 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Trust Depositor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Transfer Agreement and the Transfer and Servicing Agreement with respect to the Recovery Property, 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 Transfer Agreement and the Transfer and Servicing Agreement, respectively, 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 Transfer Agreement and the Transfer and Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, 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 Transfer Agreement and the Transfer and Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or 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 Transfer Agreement or and the Transfer and Servicing Agreement, respectively, 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to or the Recovery PropertyReceivables Purchase Agreement, respectively, in accordance with the terms thereofas applicable, 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 or the Servicing Agreement, respectively, Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the either 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 and the Servicing Agreement with respect Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the Recovery Propertyperformance of the Seller or the Servicer of any of their liabilities, respectivelyduties or obligations under any Basic Document. (b) If an Event of Default has occurred, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-2/3%) not less than a majority of the Outstanding Amount of the Recovery Bonds Notes 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 and Servicing Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyReceivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or and the Servicing Receivables Purchase Agreement, respectivelyas the 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 so, and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to or by the Recovery Property, respectively, Seller of each of its 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount principal amount of the Recovery Bonds Notes Outstanding, voting as a group, 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 Servicing Agreement, or against the Servicing Agreement Seller under or in connection with respect to the Recovery Property, respectivelyPurchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or the Servicing Purchase Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so, and at the Administrator's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MMCA of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MMCA of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% of the principal amount of the Notes Outstanding, voting as a group, shall exercise all rights, remedies, powers, privileges and claims of the Seller against MMCA 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 MMCA of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any rights of the Seller to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee at the direction of the Majority Noteholders to do so and at the Issuer’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to the Recovery Property, respectively, 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Indenture Event of Default has occurred, the Indenture Trustee may, and, at with the direction (which direction shall be in writing) prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of Majority Noteholders, but need not unless directed in writing by the Outstanding Amount of the Recovery Bonds shall, subject to Article VIMajority 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 Agreement or the and Servicing Agreement, respectively, 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 Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to or by the Recovery PropertySeller or the Company, respectivelyas 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount of the Recovery Bonds Controlling Class 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 Servicing Agreement, or against the Servicing Agreement Company or the Seller under or in connection with respect to the Recovery Property, respectivelyPurchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, or the Company or the Seller, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Servicing Purchase Agreement, respectivelyas the 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 IssuerAdministrator’s expense, the Issuer agrees to Issuing Entity shall take all such lawful action as the Indenture Trustee may may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request to compel or secure the performance and observance by the Seller and Depositor or the Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Sale Agreement and the Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with respect to the Recovery PropertyReceivables Purchase Agreement, respectively, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with the terms thereofsuch Interest Rate Swap, if any, 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 and the Servicing Agreementsuch Interest Rate Swap, respectively, if any 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 or any such Interest Rate Swap, if any on the part of the Seller Depositor or the Servicer thereunder or the Interest Rate Swap obligor, if any, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor or the Servicer and the Interest Rate Swap obligor, if any of each of their obligations under the Sale and Servicing Agreement and the Servicing Agreement with respect to the Recovery Propertyany Interest Rate Swap, respectivelyif any. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount of the Recovery Bonds Controlling Securities shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller Depositor or the Servicer or the Interest Rate Swap, if any under or in connection with the Sale Agreement and the Servicing Agreement or any Interest Rate Swap, if any, or against the Depositor under or in connection with respect to the Recovery Property, respectivelyReceivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor or the Servicer Servicer, of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Servicing AgreementReceivables Purchase Agreement or any Interest Rate Swap, respectivelyif any, as the case may be, and any right of the Issuer Issuing Entity to take such action shall be suspended. (c) The Indenture Trustee shall give prompt written notice to the Swap Counterparty, if any of each request for action that is made and direction received pursuant to this Section 5.16.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Bond Trustee to do so and at the Bond Issuer’s expense, the Bond Issuer agrees to take all such lawful action as the Indenture Bond Trustee may reasonably request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Bond Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Bond Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture Bond 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 with respect to the Recovery PropertyAgreement, respectively. (b) If an Event of Default has occurred, the Indenture Bond Trustee may, and, at the direction (which direction shall be in writing, sent electronically or by telephone (confirmed in writing promptly thereafter)) of the Holders of sixty-six and two-thirds at least 66 2/3 percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Bond Issuer against the Seller or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Bond Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectively, and any right of the Bond 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 Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to or by the Recovery Property, respectively, Seller of each of its 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount principal amount of the Recovery Bonds Notes Outstanding, voting as a group, 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 Servicing Agreement, or against the Servicing Agreement Seller under or in connection with respect to the Recovery Property, respectivelyPurchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or the Servicing Purchase Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so, and at the Administrator's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MMCA of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MMCA of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% of the principal amount of the Notes Outstanding, voting as a group, shall exercise all rights, remedies, powers, privileges and claims of the Seller against MMCA 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 MMCA of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any rights of the Seller to take such action shall be suspended. (e) Promptly following a request from the Indenture Trustee to do so, and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Swap Counterparty in accordance with the Interest Rate Swap Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Interest Rate Swap Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Swap Counterparty of its obligations under the Interest Rate Swap Agreement. (f) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders of Notes evidencing not less than 66 2/3% of the principal amount of the Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Swap Counterparty including the right or power to take any action to compel or secure performance or observance by the Swap Counterparty of their obligations to the Issuer under the Interest Rate Swap Agreement and to give any consent, request, notice, direction, approval, extension, or waiver under the Interest Rate Swap Agreement and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Note Trustee to do so and at the Note Issuer’s 's expense, the Note Issuer agrees to take all such lawful action as the Indenture Note Trustee may reasonably request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture Note 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 with respect to the Recovery PropertyAgreement, respectively. (b) If an Event of Default has occurred, the Indenture Note Trustee may, and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of sixty-six and two-thirds percent (66-2/3%) 2/3 percent of the Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Note Issuer against the Seller or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Note Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectively, and any right of the Note 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 Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to or by the Recovery Property, respectively, Seller of its obligations under or in accordance connection with 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount of the Recovery Bonds Notes 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 Servicing Agreement, or against the Servicing Agreement Seller under or in connection with respect to the Recovery Property, respectivelyLoan Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or the Servicing Loan Sale Agreement, respectivelyas the 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 so, and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to or by the Recovery Property, respectively, Seller of each of its 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount principal amount of the Recovery Bonds Notes Outstanding, voting as a group, 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 Servicing Agreement, or against the Servicing Agreement Seller under or in connection with respect to the Recovery Property, respectivelyPurchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or the Servicing Purchase Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MMCA of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MMCA of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the principal amount of the Notes Outstanding, voting as a group, shall, exercise all rights, remedies, powers, privileges and claims of the Seller against MMCA 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 MMCA of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any rights of the Seller to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Depositor, SLM Education Credit Management Corporation, 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 and the Servicing Agreement with respect to the Recovery Propertya Basic Document, 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 a Basic Document, as the Sale Agreement and the Servicing Agreement, respectivelycase 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 Depositor, SLM Education Credit Management Corporation, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, SLM Education Credit Management Corporation, the Administrator or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Propertya Basic Document, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the written direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (66-2/3%) % of the Controlling Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, SLM Education Credit Management Corporation, the Administrator or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Propertya Basic Document, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, SLM Education Credit Management Corporation, the Administrator or the Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreementa Basic Document, respectively, 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 Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Trust Depositor 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 with respect to the Recovery Property, 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 and the Servicing 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 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing, including facsimile) of the Modified Required Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or 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 Agreement or the and Servicing Agreement, respectively, 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Depositor, SLM Education Credit Finance Corporation, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer Issuer, whether directly or by assignment, under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Propertya Basic Document, 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 a Basic Document, as the Sale Agreement and the Servicing Agreement, respectivelycase 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 Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Propertya Basic Document, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the written direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (66-66 2/3%) % of the Controlling Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Propertya Basic Document, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreementa Basic Document, respectively, 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 Issuer’s expenseso, the Issuer agrees to in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller Seller, NC Capital and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Mortgage Loan Purchase Agreement and the Servicing Agreement with respect to the Recovery Property, respectively, 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 Mortgage Loan Purchase Agreement and the Servicing Agreement, respectively, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller Seller, NC Capital or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, NC Capital or the Master Servicer of each of their obligations under the Sale Mortgage Loan Purchase Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event The Indenture Trustee, as pledgee of Default has occurredthe Mortgage Loans, 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount Note Balances of the Recovery Bonds shallNotes, subject to Article VI, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, NC Capital or the Master Servicer under or in connection with the Sale Mortgage Loan Purchase Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, NC Capital or the Servicer Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Mortgage Loan Purchase Agreement or and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Note Trustee to do so and at the Note Issuer’s expense, the Note Issuer agrees to take all such lawful action as the Indenture Note Trustee may reasonably request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture Note 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 with respect to the Recovery PropertyAgreement, respectively. (b) If an Event of Default has occurred, the Indenture Note Trustee may, and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of sixty-six and two-thirds percent (66-2/3%) 2/3 percent of the Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Note Issuer against the Seller or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Note Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectively, and any right of the Note 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 Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Transferor and the Servicer, as applicable, of each of their obligations to the Issuer and the Grantor Trustee under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuer, as Grantor Trust Holder, under or in connection with the Sale and Servicing Agreement and the Servicing Agreement, respectively, Grantor 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 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 and the Servicing Agreement with respect to the Recovery Property, respectivelyGrantor Trust Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) % of the Highest Priority Classes Notes Outstanding Amount of the Recovery Bonds shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuer, as Grantor Trust Holder, against the Seller Transferor or the Servicer under or in connection with the Sale and Servicing Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyGrantor Trust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer Grantor Trustee thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or and the Servicing Grantor Trust Agreement, respectively, 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Depositor, the Sellers, the Administrator, the Back-up Administrator, and the ServicerServicers, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectively, 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 Agreement and the Servicing Agreement, respectively, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyBasic Documents. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) Interested Noteholders, representing not less than 66.67% of the Outstanding Amount of the Recovery Bonds shall, subject to Article VIapplicable 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyBasic Documents, including the right or power to take any action to compel or secure performance or observance by the Seller or Depositor, the Servicer Sellers, the 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 Agreement or the Servicing Agreement, respectively, 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Depositor, SLC, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer Issuer, whether directly or by assignment, under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelya Basic Document, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectivelya Basic 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 Seller Depositor, SLC, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, SLC, the Administrator or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyBasic Documents. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the written direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, SLC, the Administrator or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelya Basic Document, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, SLC, the Administrator or the Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectivelya Basic 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 Issuer’s expenseso, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by each of the Seller Seller, the Servicer and the ServicerReceivables Servicers, as applicable, of each of their its obligations to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereof, any Basic Document 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, respectively, 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 or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by each of the Seller or Seller, the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect Receivables Servicers of its obligations to the Recovery Property, respectivelyIssuer under or in connection with any Basic Document. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the written direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (66-2/3%) Notes evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds Controlling Class shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Servicer or the Servicer Receivables Servicers under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyany Basic Document, including the right or power to take any action to compel or secure performance or observance by each of the Seller Seller, the Servicer or the Servicer Receivables Servicers, as the case may be, of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale Agreement or the Servicing Agreement, respectively, 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 Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to or by the Recovery Property, respectively, Seller of each of its 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount principal amount of the Recovery Bonds Notes Outstanding, voting as a group, 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 Servicing Agreement, or against the Servicing Agreement Seller under or in connection with respect to the Recovery Property, respectivelyPurchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or the Servicing Purchase Agreement, respectivelyas the 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 Issuer’s expenseso, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Transferor and the Servicer, as applicable, of each of their obligations to the Issuer and the Grantor Trustee under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereofAgreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuer, as Grantor Trust Holder, under or in connection with the Sale and Servicing Agreement and the Servicing Agreement, respectively, Grantor 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 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 and the Servicing Agreement with respect to the Recovery Property, respectivelyGrantor Trust Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) % of the Highest Priority Classes Notes Outstanding Amount of the Recovery Bonds shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuer, as Grantor Trust Holder, against the Seller Transferor or the Servicer under or in connection with the Sale and Servicing Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyGrantor Trust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer Grantor Trustee thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or and the Servicing Grantor Trust Agreement, respectively, 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Trust Depositor, the Servicer and the ServicerSwap Counterparty, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement and the Servicing Interest Rate Swap Agreement with respect to the Recovery Property, 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 and the Servicing Agreement, respectively, Interest Rate Swap 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing, including facsimile) of the Modified Required Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor, the Servicer or the Servicer Swap Counterparty under or in connection with the Sale Agreement and the Servicing Agreement with respect to or the Recovery Property, respectivelyInterest Rate Swap 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 of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the and Servicing Agreement, respectively, 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 Issuer’s 's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the any Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the any Sale Agreement and the any Servicing Agreement with respect to the Recovery PropertyAgreement, 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 Agreementany such agreements, 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 any Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the any Servicer of each of their respective obligations under the any Sale Agreement and the any Servicing Agreement with respect to the Recovery PropertyAgreement, respectively. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) not less than a majority of the Outstanding Amount of the Recovery an affected Series of 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 applicable Sale Agreement and the applicable Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 such Sale Agreement or the such Servicing Agreement, respectively, 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 Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Trust Depositor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, 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 and the Servicing 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 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or 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 Agreement or the and Servicing Agreement, respectively, 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 Trust Collateral Agent to do so and at the Issuer’s Servicer's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee Trust Collateral Agent may request to compel or secure the performance and observance by the Seller 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 with respect to the Recovery Property, 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 and the Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture TrusteeTrust Collateral Agent, 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 with respect to the Recovery Property, respectivelyAgreement. (b) If the Security Majority is the Controlling Party and if an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, andshall, at the written direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VISecurity Majority, 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 with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 Agreement or the and Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended. (c) The Trustee acknowledges and agrees to the actions to be taken by the Trust Collateral Agent pursuant to Sections 6.1, 6.2 and 6.3 of 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer or to each other under or in connection with the Sale Agreement and Servicing Agreement, or by the Servicing Agreement with respect to the Recovery Property, respectively, Seller of its remedies 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 Agreement and the Servicing Agreement, respectively, 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to or the Recovery Property, respectivelyPurchase Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) a majority of the Outstanding Amount of the Recovery Bonds Notes, voting as a single class, 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 Servicing Agreement, the Servicing Agreement with respect to Purchase Agreement, or against the Recovery Property, respectivelyAdministrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Servicer Administrator, 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 Agreement or the Servicing Agreement, respectively, thereunder and any right of the Issuer to take such action shall be suspended.. 29 (NAROT 2022-B Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Issuer’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Mortgage Loan Purchase Agreement and the Sale and Servicing Agreement with respect to the Recovery Property, respectively, 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 and the Servicing 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 Master Servicer of each of their obligations under the Sale and Servicing Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyMortgage Loan Purchase Agreement. (b) If an Event of Default of which a Responsible Officer of the Indenture Trustee has occurredactual knowledge 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 sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds Majority Highest Priority Class Noteholders shall, subject to Article VI, 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 Agreement and the Servicing Agreement or the Seller under or in connection with respect to the Recovery Property, respectivelyMortgage Loan Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Master Servicer 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 the Servicing Mortgage Loan Purchase Agreement, respectively, 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 Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to or by the Recovery Property, respectively, Seller of each of its 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-66- 2/3%) % of the Outstanding Amount principal amount of the Recovery Bonds Notes Outstanding 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 Servicing Agreement, or against the Servicing Agreement Seller under or in connection with respect to the Recovery Property, respectivelyPurchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or the Servicing Purchase Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MMCA of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MMCA of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the principal amount of the Notes Outstanding shall, exercise all rights, remedies, powers, privileges and claims of the Seller against MMCA 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 MMCA of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any rights of the Seller to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer or to each other under or in connection with the Sale Agreement and Servicing Agreement, or by the Servicing Agreement with respect to the Recovery Property, respectively, Seller of its remedies 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 Agreement and the Servicing Agreement, respectively, 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to or the Recovery Property, respectivelyPurchase Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) a majority of the Outstanding Amount of the Recovery Bonds Notes, voting as a single class, 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 Servicing Agreement, the Servicing Agreement with respect to Purchase Agreement, or against the Recovery Property, respectivelyAdministrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Servicer Administrator, 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 Agreement or the Servicing Agreement, respectively, thereunder and any right of the Issuer to take such action shall be suspended.. 30 (NAROT 2023-B Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so Trustee, and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Depositor, the Sellers, the Administrator, the Back-up Administrator, the Servicers and the ServicerGuarantee Agency, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectively, 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 Agreement and the Servicing Agreement, respectively, 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, the Servicers or the Servicer Guarantee Agency of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyBasic Documents. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee mayshall, andsubject 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 sixty-six and two-thirds percent (66-2/3%) Interested Noteholders, representing not less than 66.67% of the Outstanding Amount of the Recovery Bonds shall, subject to Article VIapplicable 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyBasic Documents, including the right or power to take any action to compel or secure performance or observance by the Seller or Depositor, the Servicer Sellers, the Administrator, the Back-up Administrator, the Servicers and the Guarantee Agency of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectively, 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 At the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to will promptly take all such any lawful action as that the Indenture Trustee may request to (i) compel or secure the performance and observance by (A) the Seller Servicer and the Servicer, as applicable, of each Titling Companies of their respective obligations to the Issuer under the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement or in connection with the Servicing Supplement or (B) the Depositor and Ford Credit of their obligations under the First-Tier Sale Agreement and the Servicing Second-Tier Sale Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereof, and to (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 Agreement and the Servicing Agreement, respectively, those 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (at least 66-2/3%) % of the Outstanding Amount Note Balance of the Recovery Bonds shall, subject to Article VIControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Seller or Servicer, the Servicer Collateral Agent and the Titling Companies under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery Property, respectivelyServicing Supplement or (ii) the Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each those Persons of their obligations to the Issuer thereunder under those agreements, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectivelythose agreements, and any right of the Issuer to take such the action shall will be suspended. (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the Issuer as holder of the 2014-B Exchange Note.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer or to each other under or in connection with the Sale Agreement and Servicing Agreement, or by the Servicing Agreement with respect to the Recovery Property, respectively, Seller of its remedies 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 Agreement and the Servicing Agreement, respectively, 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to or the Recovery Property, respectivelyPurchase Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) a majority of the Outstanding Amount of the Recovery Bonds Notes, voting as a single class, 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 Servicing Agreement, the Servicing Agreement with respect to Purchase Agreement, or against the Recovery Property, respectivelyAdministrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Servicer Administrator, 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 Agreement or the Servicing Agreement, respectively, thereunder and any right of the Issuer to take such action shall be suspended.. 30 (NAROT 2016-B Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from At the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to will promptly take all such lawful action as the Indenture Trustee may request to (i) compel or secure the performance and observance by (A) the Seller Servicer and the Servicer, as applicable, of each Titling Companies of their respective obligations to the Issuer under the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement or in connection with the Servicing Supplement or (B) the Depositor and Ford Credit of their obligations under the First-Tier Sale Agreement and the Servicing Second-Tier Sale Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereof, and to (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 Agreement and the Servicing Agreement, respectively, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (at least 66-2/3%) % of the Outstanding Amount Note Balance of the Recovery Bonds shall, subject to Article VIControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Seller or Servicer, the Servicer Collateral Agent and the Titling Companies under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery Property, respectivelyServicing Supplement or (ii) the Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer 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 Agreement or the Servicing Agreement, respectivelysuch agreements, and any right of the Issuer to take such action shall will be suspended. (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the Issuer as holder of the 2013-A Exchange Note.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from At the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to will promptly take all such lawful action as the Indenture Trustee may request to (i) compel or secure the performance and observance by (A) the Seller Servicer and the Servicer, as applicable, of each Titling Companies of their respective obligations to the Issuer under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery PropertyServicing Supplement, respectively, in accordance with or (B) by the terms thereofDepositor of each of its obligations under the Second-Tier Sale Agreement, and to (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 Agreement and the Servicing Agreement, respectively, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (at least 66-2/3%) % of the Outstanding Amount Note Balance of the Recovery Bonds shall, subject to Article VIControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Seller or Servicer, the Servicer Collateral Agent and the Titling Companies under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery PropertyServicing Supplement, respectivelyor (ii) the Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each such Persons of their obligations to the Issuer thereunder such agreements, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectivelysuch agreements, and any right of the Issuer to take such action shall will be suspended. (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the Issuer as holder of the 2011-A Exchange Note.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Issuer’s Servicer's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Seller, the Transferor 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 with respect to the Recovery Property, 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 and the Servicing 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 Seller, the Transferor 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 with respect to the Recovery Property, respectivelyAgreement. (b) If the Indenture Trustee is a Controlling Party and if an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-at least 66- 2/3%) % of the Outstanding Amount of the Recovery Bonds Notes and upon receipt of indemnity reasonably satisfactory to the Indenture Trustee shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Transferor or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Transferor or 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 Agreement or the and Servicing Agreement, respectively, 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, so long as the Notes remain Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) to do so and at the IssuerServicer’s or Seller’s expense, as applicable, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 Servicing Mortgage Loan Purchase Agreement with respect to the Recovery Property, 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 and the Servicing Agreement, respectively, Mortgage Loan Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller 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 and the Servicing Agreement with respect to the Recovery Property, respectivelyMortgage Loan Purchase Agreement. (b) If an a Rapid Amortization Event of Default has occurredoccurred and is continuing, the Indenture Trustee Trustee, with the consent of the Insurer, may, and, at the written direction of the Insurer (which direction shall be in writing) of or, if the Notes are no longer outstanding and no Reimbursement Amounts remain due and owing to the Insurer or if an Insurer Default has occurred and is continuing, the Holders of sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount of the Recovery Bonds Notes) 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 with respect to the Recovery Property, respectivelyTransaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Depositor, the Servicers or the Servicer of each of their obligations to the Issuer thereunder under the Transaction Documents and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectivelyTransaction 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller 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 Servicing Transfer and Sale Agreement with respect to the Recovery Property, 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 and the Servicing 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 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or 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 Agreement or the and Servicing Agreement, respectively, 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 IssuerAdministrator’s expense, the Issuer agrees to 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 Servicer and the ServicerSwap Counterparty, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement and the Servicing Interest Rate Swap Agreement with respect to or by the Recovery Property, respectively, 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 Servicing Agreement, respectively, Interest Rate Swap 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, the Receivables Purchase Agreement and or the Servicing Agreement with respect to the Recovery Property, respectivelyInterest Rate Swap Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount of the Recovery Bonds shallNotes (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, subject to Article VITAFR LLC or any of their Affiliates), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or Seller, the Servicer and the Swap Counterparty under or in connection with the Sale and Servicing Agreement and the Servicing Agreement Interest Rate Swap Agreement, against the Seller under or in connection with respect to the Recovery PropertyReceivables Purchase Agreement, respectivelyor against the Administrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Servicer Administrator, 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 Agreement or the Servicing Agreement, respectively, 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 so, and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to or by the Recovery Property, respectively, Seller of each of its 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount principal amount of the Recovery Bonds Notes Outstanding, voting as a group, 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 Servicing Agreement, or against the Servicing Agreement Seller under or in connection with respect to the Recovery Property, respectivelyPurchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or the Servicing Purchase Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MMCA of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MMCA of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% of the principal amount of the Notes Outstanding, voting as a group, shall, exercise all rights, remedies, powers, privileges and claims of the Seller against MMCA 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 MMCA of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any rights of the Seller to take such action shall be suspended. (e) Promptly following a request from the Indenture Trustee to do so, and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Swap Counterparties in accordance with the Interest Rate Swap Agreements and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Interest Rate Swap Agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Swap Counterparties of its obligations under the Interest Rate Swap Agreements. (f) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders of Notes evidencing not less than 66 2/3% of the principal amount of the Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Swap Counterparties including the right or power to take any action to compel or secure performance or observance by the Swap Counterparties of their obligations to the Issuer under the Interest Rate Swap Agreements and to give any consent, request, notice, direction, approval, extension, or waiver under the Interest Rate Swap Agreements and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer or to each other under or in connection with the Sale Agreement and Servicing Agreement, or by the Servicing Agreement with respect to the Recovery Property, respectively, Seller of its remedies 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 Agreement and the Servicing Agreement, respectively, 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to or the Recovery Property, respectivelyPurchase Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) a majority of the Outstanding Amount of the Recovery Bonds Notes, voting as a single class, 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 Servicing Agreement, the Servicing Agreement with respect to Purchase Agreement, or against the Recovery Property, respectivelyAdministrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Servicer Administrator, 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 Agreement or the Servicing Agreement, respectively, thereunder and any right of the Issuer to take such action shall be suspended.. 31 (NAROT 2017-C Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Trust Depositor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Agreement Pooling and the Servicing Agreement with respect to the Recovery Property, 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 Pooling and Servicing Agreement and the Servicing 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 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 Agreement Pooling and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, 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 Agreement Pooling and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or 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 Agreement or the Pooling and Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.. [remainder of this page intentionally left blank] ARTICLE SIX

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from At the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to will promptly take all such lawful action as the Indenture Trustee may request to (i) compel or secure the performance and observance by (A) the Seller Servicer and the Servicer, as applicable, of each Titling Companies of their respective obligations to the Issuer under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery PropertyServicing Supplement, respectively, in accordance with or (B) by the terms thereofDepositor of each of its obligations under the Second-Tier Sale Agreement, and to (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 Agreement and the Servicing Agreement, respectively, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (at least 66-2/3%) % of the Outstanding Amount Note Balance of the Recovery Bonds shall, subject to Article VIControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Seller or Servicer, the Servicer Collateral Agent and the Titling Companies under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery PropertyServicing Supplement, respectivelyor (ii) the Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer 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 Agreement or the Servicing Agreement, respectivelysuch agreements, and any right of the Issuer to take such action shall will be suspended. (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the Issuer as holder of the 2011-B Exchange Note.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to or by the Recovery Property, respectively, Seller of each of its 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount principal amount of the Recovery Bonds Notes Outstanding, voting as a group, 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 Servicing Agreement, or against the Servicing Agreement Seller under or in connection with respect to the Recovery Property, respectivelyPurchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or the Servicing Purchase Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MMCA of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MMCA of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% of the principal amount of the Notes Outstanding, voting as a group, shall, exercise all rights, remedies, powers, privileges and claims of the Seller against MMCA 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 MMCA of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any rights of the Seller to take such action shall be suspended. (e) Promptly following a request from the Indenture Trustee to do so, and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Swap Counterparties in accordance with the Interest Rate Swap Agreements and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Interest Rate Swap Agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Swap Counterparties of its obligations under the Interest Rate Swap Agreements. (f) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders of Notes evidencing not less than 662/3% of the principal amount of the Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Swap Counterparties including the right or power to take any action to compel or secure performance or observance by the Swap Counterparties of their obligations to the Issuer under the Interest Rate Swap Agreements and to give any consent, request, notice, direction, approval, extension, or waiver under the Interest Rate Swap Agreements and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Issuer’s Administrator's expense, the Issuer agrees to 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 Administrator and the ServicerServicers, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement and the Supplemental Sale and Servicing Agreement (and with respect to the Recovery PropertyAdministrator only, respectively, the Administration Agreement) in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement and the Supplemental Sale and Servicing Agreement (and the Administration 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 Seller, the Administrator or the a Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Administrator or the Servicer Servicers of each of their obligations under the Sale and Servicing Agreement and the Supplemental Sale and Servicing Agreement with respect to (and the Recovery Property, respectivelyAdministration Agreement). (b) If an Event of Default has occurredoccurred 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 holders of sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Administrator or the any Servicer under or in connection with the Sale and Servicing Agreement and the Supplemental Sale and Servicing Agreement with respect to (and the Recovery Property, respectivelyAdministration Agreement), including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Administrator or the Servicer 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 or and the Supplemental Sale and Servicing Agreement (and the Administration Agreement, respectively, ) 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 At the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to will promptly take all such lawful action as the Indenture Trustee may request to (i) compel or secure the performance and observance by (A) the Seller Servicer and the Servicer, as applicable, of each Titling Companies of their respective obligations to the Issuer under the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement or in connection with the Servicing Supplement or (B) the Depositor and Ford Credit of their obligations under the First-Tier Sale Agreement and the Servicing Second-Tier Sale Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereof, and to (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 Agreement and the Servicing Agreement, respectively, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (at least 66-2/3%) % of the Outstanding Amount Note Balance of the Recovery Bonds shall, subject to Article VIControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Seller or Servicer, the Servicer Collateral Agent and the Titling Companies under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery Property, respectivelyServicing Supplement or (ii) the Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer 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 Agreement or the Servicing Agreement, respectivelysuch agreements, and any right of the Issuer to take such action shall will be suspended. (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the Issuer as holder of the 2012-B Exchange Note.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer or to each other under or in connection with the Sale Agreement and Servicing Agreement, or by the Servicing Agreement with respect to the Recovery Property, respectively, Seller of its remedies 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 Agreement and the Servicing Agreement, respectively, 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to or the Recovery Property, respectivelyPurchase Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) a majority of the Outstanding Amount of the Recovery Bonds Notes, voting as a single class, 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 Servicing Agreement, the Servicing Agreement with respect to Purchase Agreement, or against the Recovery Property, respectivelyAdministrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Servicer Administrator, 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 Agreement or the Servicing Agreement, respectively, thereunder and any right of the Issuer to take such action shall be suspended.. 30 (NAROT 2019-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and Depositor, the ServicerServicer or NAL, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement and the Servicing Receivable Purchase Agreement with respect to the Recovery Property, 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 and or the Servicing Agreement, respectively, Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller Depositor, the Servicer, or the Servicer NAL thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to or the Recovery Property, respectivelyReceivables Purchase Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor or the Servicer under or in connection with the Sale and Servicing Agreement and the Servicing Receivables Purchase Agreement with respect to the Recovery Property, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or Depositor, the Servicer or NAL, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or and the Servicing Receivables Purchase Agreement, respectivelyas the 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer or to each other under or in connection with the Sale Agreement and Servicing Agreement, or by the Servicing Agreement with respect to the Recovery Property, respectively, Seller of its remedies 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 Agreement and the Servicing Agreement, respectively, 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to or the Recovery Property, respectivelyPurchase Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) a majority of the Outstanding Amount of the Recovery Bonds Notes, voting as a single class, 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 Servicing Agreement, the Servicing Agreement with respect to Purchase Agreement, or against the Recovery Property, respectivelyAdministrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Servicer Administrator, 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 Agreement or the Servicing Agreement, respectively, thereunder and any right of the Issuer to take such action shall be suspended.. 30 (NAROT 2018-C Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from At the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to will promptly take all such lawful action as the Indenture Trustee may request to (i) compel or secure the performance and observance by (A) the Seller Servicer and the Servicer, as applicable, of each Titling Companies of their respective obligations to the Issuer under the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement or in connection with the Servicing Supplement or (B) the Depositor and Ford Credit of their obligations under the First-Tier Sale Agreement and the Servicing Second-Tier Sale Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereof, and to (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 Agreement and the Servicing Agreement, respectively, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (at least 66-2/3%) % of the Outstanding Amount Note Balance of the Recovery Bonds shall, subject to Article VIControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Seller or Servicer, the Servicer Collateral Agent and the Titling Companies under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery Property, respectivelyServicing Supplement or (ii) the Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer 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 Agreement or the Servicing Agreement, respectivelysuch agreements, and any right of the Issuer to take such action shall will be suspended. (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the Issuer as holder of the 2013-B Exchange Note.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from At the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to will promptly take all such any lawful action as that the Indenture Trustee may request to (i) compel or secure the performance and observance by (A) the Seller Servicer and the Servicer, as applicable, of each Titling Companies of their respective obligations to the Issuer under the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement or in connection with the Servicing Supplement or (B) the Depositor and Ford Credit of their obligations under the First-Tier Sale Agreement and the Servicing Second-Tier Sale Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereof, and to (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 Agreement and the Servicing Agreement, respectively, those 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (at least 66-2/3%) % of the Outstanding Amount Note Balance of the Recovery Bonds shall, subject to Article VIControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Seller or Servicer, the Servicer Collateral Agent and the Titling Companies under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery Property, respectivelyServicing Supplement or (ii) the Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each those Persons of their obligations to the Issuer thereunder under those agreements, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectivelythose agreements, and any right of the Issuer to take such the action shall will be suspended. (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the Issuer as holder of the 2015-A Exchange Note.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer or to each other under or in connection with the Sale Agreement and Servicing Agreement, or by the Servicing Agreement with respect to the Recovery Property, respectively, Seller of its remedies 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 Agreement and the Servicing Agreement, respectively, 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to or the Recovery Property, respectivelyPurchase Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) a majority of the Outstanding Amount of the Recovery Bonds Notes, voting as a single class, 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 Servicing Agreement, the Servicing Agreement with respect to Purchase Agreement, or against the Recovery Property, respectivelyAdministrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Servicer Administrator, 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 Agreement or the Servicing Agreement, respectively, thereunder and any right of the Issuer to take such action shall be suspended.. 30 (NAROT 2016-A Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Depositor, SLM Education Credit Finance Corporation, 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 and the Servicing Agreement with respect to the Recovery Propertya Basic Document, 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 a Basic Document, as the Sale Agreement and the Servicing Agreement, respectivelycase 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 Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Propertya Basic Document, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the written direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (66-2/3%) % of the Controlling Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Propertya Basic Document, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreementa Basic Document, respectively, 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 Issuer’s Administrator's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Transferor and the Servicer, Servicer as applicable, of each of their respective obligations to the Issuer under or in connection with the Sale Trust Agreement and the Servicing Agreement with respect to the Recovery Property, 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 Trust Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture Trustee, Trustee including the transmission of notices of default on the part of the Seller Transferor, the Servicer or the Back-up Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller Transferor, the Servicer or the Back-up Servicer of each of their respective obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyTrust Agreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds Majority Controlling Noteholders shall, subject to Article VI, foreclose upon its security interest in the Issuer's rights under the Trust Agreement and 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyTrust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor, the Servicer or the Back-up 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 Agreement or the Servicing Trust Agreement, respectively, 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 Issuer’s 's expense, the Issuer agrees to shall take all such lawful action within its control as the Indenture Trustee Trustee, the Note Majority or the Facility Administrator may request to compel or secure the performance and observance by the Seller Trust Depositor 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 with respect to the Recovery Property, 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 and the Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture Trustee, the Note Majority or the Facility Administrator, including the transmission of notices of default breach 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (not less than 66-2/3%) % of the Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or 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 Agreement or the and Servicing Agreement, respectively, 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 At the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to will promptly take all such any lawful action as that the Indenture Trustee may request to (i) compel or secure the performance and observance by (A) the Seller Servicer and the Servicer, as applicable, of each Titling Companies of their respective obligations to the Issuer under the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement or in connection with the Servicing Supplement or (B) the Depositor and Ford Credit of their obligations under the First-Tier Sale Agreement and the Servicing Second-Tier Sale Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereof, and to (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 Agreement and the Servicing Agreement, respectively, those 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (at least 66-2/3%) % of the Outstanding Amount Note Balance of the Recovery Bonds shall, subject to Article VIControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Seller or Servicer, the Servicer Collateral Agent and the Titling Companies under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery Property, respectivelyServicing Supplement or (ii) the Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each those Persons of their obligations to the Issuer thereunder under those agreements, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectivelythose agreements, and any right of the Issuer to take such the action shall will be suspended. (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the Issuer as holder of the 2015-B Exchange Note.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from At the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to will promptly take all such lawful action as the Indenture Trustee may request to (i) compel or secure the performance and observance by (A) the Seller Servicer and the Servicer, as applicable, of each Titling Companies of their respective obligations to the Issuer under the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement or in connection with the Servicing Supplement, or (B) the Depositor and Ford Credit of their obligations under the First-Tier Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereofSecond-Tier Sale Agreement, and to (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 Agreement and the Servicing Agreement, respectively, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (at least 66-2/3%) % of the Outstanding Amount Note Balance of the Recovery Bonds shall, subject to Article VIControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Seller or Servicer, the Servicer Collateral Agent and the Titling Companies under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery PropertyServicing Supplement, respectivelyor (ii) the Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer 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 Agreement or the Servicing Agreement, respectivelysuch agreements, and any right of the Issuer to take such action shall will be suspended. (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the Issuer as holder of the 2012-A Exchange Note.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Note Issuer’s 's expense, the Note Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreementany such agreements, 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) not less than a majority of the Outstanding Amount of the Recovery Bonds Notes of all Series shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Note Issuer against the Seller or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Note Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectively, and any right of the Note Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from At the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to will promptly take all such lawful action as the Indenture Trustee may request to (i) compel or secure the performance and observance by (A) the Seller Servicer and the Servicer, as applicable, of each Titling Companies of their respective obligations to the Issuer under the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement or in connection with the Servicing Supplement or (B) the Depositor and Ford Credit of their obligations under the First-Tier Sale Agreement and the Servicing Second-Tier Sale Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereof, and to (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 Agreement and the Servicing Agreement, respectively, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (at least 66-2/3%) % of the Outstanding Amount Note Balance of the Recovery Bonds shall, subject to Article VIControlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Seller or Servicer, the Servicer Collateral Agent and the Titling Companies under or in connection with the Sale Agreement Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement with respect to or the Recovery Property, respectivelyServicing Supplement or (ii) the Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer 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 Agreement or the Servicing Agreement, respectivelysuch agreements, and any right of the Issuer to take such action shall will be suspended. (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the Issuer as holder of the 2014-A Exchange Note.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Trust Depositor, the Seller[, the Swap 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 Servicing Agreement with respect to the Recovery Property, respectively, Interest Rate Swap 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 Servicing Interest Rate Swap 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 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Trust Depositor[, the Swap Counterparty] or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to [or the Recovery Property, respectivelyInterest Rate Swap 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 of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the and Servicing Agreement, respectively, 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 or the Insurer to do so and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee or the Insurer may request to compel or secure the performance and observance by the Seller Seller, the Originator, the Custodian, the Administrator 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 with respect to or the Recovery Propertyother Basic Documents, respectivelyas applicable, 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 or the Servicing Agreementother Basic Documents, respectivelyas applicable, to the extent and in the manner directed by the Indenture TrusteeTrustee or the Insurer, including the transmission of notices of default on the part of the Seller Seller, the Originator, the Custodian, 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 Originator, the Custodian, the Administrator or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to or the Recovery Propertyother Basic Documents, respectivelyas applicable. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of sixty-six and two-thirds percent (66-2/3%) 662/3% of the Outstanding Principal Amount of the Recovery Bonds Notes 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 with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 Agreement or the and Servicing Agreement, respectively, 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 IssuerServicer’s or Seller’s expense, as applicable, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to the Recovery Property, 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 and the Servicing 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event The Indenture Trustee, as pledgee of Default has occurredthe Mortgage Loans, 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount Note Balances of the Recovery Bonds Notes, 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 with respect to the Recovery Property, respectivelyOperative 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 of each of their obligations to the Issuer thereunder under the Operative Agreements and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectivelyOperative Agreements, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to or by the Recovery Property, respectively, Seller of each of its 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount principal amount of the Recovery Bonds Notes Outstanding, voting as a group, 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 Servicing Agreement, or against the Servicing Agreement Seller under or in connection with respect to the Recovery Property, respectivelyPurchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or the Servicing Purchase Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MMCA of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MMCA of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% of the principal amount of the Notes Outstanding, voting as a group, shall, exercise all rights, remedies, powers, privileges and claims of the Seller against MMCA 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 MMCA of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any rights of the Seller to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Note Trustee to do so and at the Note Issuer’s expense, the Note Issuer agrees to take all such lawful action as the Indenture Note Trustee may reasonably request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture Note 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 with respect to the Recovery PropertyAgreement, respectively. (b) If an Event of Default has occurred, the Indenture Note Trustee may, and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of sixty-six and two-thirds 66 2/3 percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Note Issuer against the Seller or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Note Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectively, and any right of the Note 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Depositor, Xxxxx Fargo Bank, N.A., the Administrator and the Servicer, as applicable, of each of their respective 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 with respect to the Recovery PropertyAgreement, 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, respectivelyas 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 Depositor, Xxxxx Fargo Bank, N.A., the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, Xxxxx Fargo Bank, N.A., the Administrator or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the written direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, Xxxxx Fargo Bank, N.A., the Administrator or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, Xxxxx Fargo Bank, N.A., the Administrator or the Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the Purchase Agreement, the Administration Agreement or and the Servicing Agreement, respectively, 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 Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Trust Depositor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Agreement Pooling and the Servicing Agreement with respect to the Recovery Property, 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 Pooling and Servicing Agreement and the Servicing 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 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 Agreement Pooling and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, 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 Agreement Pooling and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Trust Depositor or 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 Agreement or the Pooling and Servicing Agreement, respectively, 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 so, and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to or by the Recovery Property, respectively, Seller of each of its 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount principal amount of the Recovery Bonds Notes Outstanding, voting as a group, 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 Servicing Agreement, or against the Servicing Agreement Seller under or in connection with respect to the Recovery Property, respectivelyPurchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or the Servicing Purchase Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MMCA of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MMCA of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66 2/3% of the principal amount of the Notes Outstanding, voting as a group, shall, exercise all rights, remedies, powers, privileges and claims of the Seller against MMCA 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 MMCA of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any rights of the Seller to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee Trust Collateral Agent to do so and at the Issuer’s Servicer's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee Trust Collateral Agent may request to compel or secure the performance and observance by the Seller 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 with respect to the Recovery Property, respectively, in accordance with the terms thereof, and 40 Indenture 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 Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture TrusteeTrust Collateral Agent, 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 with respect to the Recovery Property, respectivelyAgreement. (b) If the Security Majority is the Controlling Party and if an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, andshall, at the written direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds shall, subject to Article VISecurity Majority, 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 with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 Agreement or the and Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended. (c) The Trustee acknowledges and agrees to the actions to be taken by the Trust Collateral Agent pursuant to Sections 6.1, 6.2 and 6.3 of 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 Issuer’s Administrator's expense, the Issuer agrees to 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 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 with respect to the Recovery Property, respectively, 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 and the Servicing 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 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee subject to the rights of the Credit Enhancer under the Sale and Servicing Agreement may, and, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount Security Balances of the Recovery Bonds Notes shall, subject to Article VI, 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Depositor, the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the and Servicing Agreement, respectively, 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 Issuer’s expenseso, the Issuer agrees to shall (i) take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, Depositor of each of their its obligations to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereof, and to (ii) 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, 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 Land Lease Entities and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer Depositor of each of their its obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the written direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds Required Bondholders shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer Depositor under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Depositor 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 Agreement or the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended. (c) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Required Bondholders shall, in each case pursuant to and in accordance with the LLE Collateral Assignment, exercise all rights, remedies, powers, privileges and claims of any Land Lease Entity against the related Lessee under or in connection with the related Land Lease Asset Documents, including the right or power to take any action to compel or secure performance or observance by such Lessee of each of its obligations to such Land Lease Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under such Land Lease Asset Documents.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer or to each other under or in connection with the Sale Agreement and Servicing Agreement, or by the Servicing Agreement with respect to the Recovery Property, respectively, Seller of its remedies 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 Agreement and the Servicing Agreement, respectively, 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to or the Recovery Property, respectivelyPurchase Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) a majority of the Outstanding Amount of the Recovery Bonds Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, or the Servicer under or in connection with the Sale Agreement and Servicing Agreement, the Servicing Agreement with respect to Purchase Agreement, or against the Recovery Property, respectivelyAdministrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Servicer or the Servicer Administrator, 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 Agreement or the Servicing Agreement, respectively, 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 Issuer’s expenseso, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Pooling and Servicing Agreement or by the Seller or the Originator under or in connection with the Contribution and Sale Agreement and the Servicing Agreement with respect to the Recovery Property, 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 Pooling and Servicing Agreement and the Servicing 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 Pooling and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, at the written direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, 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 Agreement Pooling and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 Agreement or the Pooling and Servicing Agreement, respectively, 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 Issuer’s 's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to or by the Recovery Property, respectively, Seller of its obligations under or in accordance connection with 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds Majority Highest Priority Class Noteholders 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 Servicing Agreement, or against the Servicing Agreement Seller under or in connection with respect to the Recovery Property, respectivelyLoan Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement or the Servicing Loan Sale Agreement, respectivelyas the 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 Issuer’s Administrator's expense, the Issuer agrees to 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 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 with respect to the Recovery PropertyAgreement, 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, respectivelyas 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 Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the written direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or Seller, the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 Agreement or the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.Student Loan Marketing

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Issuer’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to the Recovery Property, 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, 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 with respect to the Recovery Property, respectively. (b) If an Event of Default has occurred, 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 sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery 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 or the Servicing Agreement with respect to the Recovery Property, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 Agreement or the Servicing Agreement, respectively, 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 IssuerAdministrator’s expense, the Issuer 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 Depositor and the Servicer, as applicable, of each Servicer of their respective obligations to the Issuer Issuing Entity under or in connection with the Sale Agreement Pooling and the Servicing Agreement with respect to the Recovery Property, respectively, 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 Pooling and Servicing Agreement and the Servicing 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 Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor or the Servicer of each of their obligations under the Sale Agreement Pooling and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) a majority of the Outstanding Principal Amount of the Recovery Bonds Controlling Class of each such Series shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller Depositor or the Servicer under or in connection with the Sale Agreement Pooling and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor or the Servicer of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Pooling and Servicing Agreement, respectively, and any right of the Issuer Issuing Entity to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by NFC of its obligations to the Depositor under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by NFC of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority of the Outstanding Principal Amount of the Controlling Class of each such Series of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Depositor against NFC 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 NFC of its obligations to the Depositor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any right of the Depositor 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 IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Depositor, SLM Education Credit Finance Corporation, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer Issuer, whether directly or by assignment, under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Propertya Basic Document, 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 a Basic Document, as the Sale Agreement and the Servicing Agreement, respectivelycase 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 Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Propertya Basic Document, respectively. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the written direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (66-2/3%) 662/3% of the Controlling Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Propertya Basic Document, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, SLM Education Credit Finance Corporation, the Administrator or the Servicer of each of their obligations to the Issuer thereunder thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreementa Basic Document, respectively, 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 Issuer’s Administrator's expense, the Issuer Owner Trustee agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Depositor and the Servicer, as applicable, of each of their obligations to the Issuer Owner Trustee under or in connection with the Sale Agreement and the Servicing Agreement or by the Depositor or the Sellers, as applicable, of each of their obligations under or in connection with respect to the Recovery PropertyPurchase Agreement, respectivelyin each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Owner Trustee under or in connection with the Sale and Servicing Agreement and the Servicing Purchase Agreement, respectivelyas 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 Depositor, Servicer or the Servicer Sellers thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement or by the Depositor or the Sellers, as applicable, of each of their obligations under or in connection with respect to the Recovery Property, respectivelyPurchase Agreement. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount of the Recovery Bonds Controlling Note Class of Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer Owner Trustee against the Seller Depositor or the Servicer under or in connection with the Sale Agreement and Servicing Agreement, or against the Servicing Agreement with respect to Depositor or the Recovery Property, respectivelySellers under the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor, Servicer or the Servicer Sellers of each of their obligations to the Issuer Owner Trustee thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Servicing any Purchase Agreement, respectivelyas applicable, and any right of the Issuer Owner Trustee 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 Issuer’s Servicer's expense, the Issuer Trust agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer Trust under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Trust under or in connection with the Sale and Servicing Agreement and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee Trustee, if it is a Controlling Party, may, and, at the written direction (which direction shall be in writing) of the Holders Noteholders of sixty-six and two-thirds percent (66-2/3%) at least 51% of the Outstanding Amount Note Balance shall, or if the Indenture Trustee is not a Controlling Party, at the direction of the Recovery Bonds Insurer, shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer Trust against the Seller or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Issuer Trust thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the and Servicing Agreement, respectively, and any right of the Issuer Trust 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 Issuer’s Servicer's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Depositor 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 with respect to the Recovery Property, 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 and the Servicing 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 Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Depositor or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an a Rapid Amortization Event of Default has occurredoccurred and is continuing, the Indenture Trustee Trustee, with the consent of the Insurer, may, and, at the written direction of the Insurer (which direction shall be or, if (i) an Insurer Default has occurred and is continuing or (ii) a Rapid Amortization Event described in writingclause (g) of Section 12.1 has occurred and is continuing, the Holders of sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount of the Recovery Bonds Bonds) shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Depositor or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Depositor or 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 Agreement or the and Servicing Agreement, respectively, 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 Issuer’s Servicer's or Seller's expense, as applicable, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to the Recovery Property, 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 and the Servicing 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 respective obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event The Indenture Trustee, as pledgee of Default has occurredthe Mortgage Loans, 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount Note Balances of the Recovery Bonds Notes, 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 with respect to the Recovery Property, respectivelyOperative 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 of each of their obligations to the Issuer thereunder under the Operative Agreements and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectivelyOperative Agreements, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee or, so long as it is the Controlling Party, the Insurer, to do so and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee or the Insurer may request to compel or secure the performance and observance by the Seller Transferor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Trust Agreement and the Servicing Agreement with respect to the Recovery Property, 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 Trust Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture TrusteeTrustee or, the Insurer, so long as it is the Controlling Party, including the transmission of notices of default on the part of the Seller Transferor, the Servicer, the Back-up Servicer or the Standby Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller Transferor, the Servicer, the Back-up Servicer or the Standby Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyTrust Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds Majority Noteholders 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyTrust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor, the Servicer, the Back-up Servicer or the Standby 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 Agreement or the Servicing Trust Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) At the Indenture Administrator’s expense, the Issuer will promptly take all such lawful action as the Indenture Trustee may request to (i) compel the performance by (A) the Servicer and the Titling Companies of their respective obligations to the Issuer under the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement or the Servicing Supplement, or (B) by the Depositor of each of its obligations under the Second-Tier Sale Agreement, and (ii) exercise any and all rights, remedies, powers, privileges and claims lawfully available to the Issuer under such agreements to the extent and in the manner directed by the Indenture Trustee. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction of the Noteholders of at least 66-2/3% of the Note Balance of the Controlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Servicer, the Collateral Agent and the Titling Companies under the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement or the Servicing Supplement, or (ii) the Depositor under the Second-Tier Sale Agreement, including the right or power to take any action to compel or secure performance or observance by such Persons of their obligations to the Issuer such agreements, and to give any consent, request, notice, direction, approval, extension or waiver under such agreements, and any right of the Issuer to take such action will be suspended. (c) The Indenture Trustee, acting at the direction of the holders of a majority of the Note Balance of the Controlling Class, will be entitled to exercise all rights and remedies of the Issuer as holder of the 20_-_ Exchange Note. (d) [Promptly following a request from the Indenture Trustee to do so so, and at the IssuerIndenture Administrator’s expense, the Issuer agrees to will take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 with respect to the Recovery Property, respectively, Hedge Counterparty in accordance with the terms thereof, related Interest Rate Hedge and to exercise any and all rights, remedies, powers powers, privileges and privileges claims lawfully available to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, such Interest Rate Hedge 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 with respect to the Recovery Property, respectively. (be) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (Noteholders evidencing at least 66-2/3%) % of the Outstanding Amount Note Balance of the Recovery Bonds shall, subject to Article VIControlling Class will, 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 with respect to the Recovery Property, respectivelyHedge Counterparty, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer Hedge Counterparty of each of their its obligations to the Issuer thereunder under the respective Interest Rate Hedge, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectivelyrelated Interest Rate Hedge, 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 Issuer’s Servicer's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Seller, the Transferor 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 with respect to the Recovery Property, 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 and the Servicing 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 Seller, the Transferor 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 with respect to the Recovery Property, respectivelyAgreement. (b) If the Indenture Trustee is a Controlling Party and if an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-at least 66 2/3%) % of the Outstanding Amount of the Recovery Bonds Notes and upon receipt of indemnity reasonably satisfactory to the Indenture Trustee shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Transferor or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Transferor or 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 Agreement or the and Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. 44 (a) Promptly following a request from the Indenture Trustee to do so and at the Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Trust Agreement and the Servicing Agreement with respect to the Recovery Property, 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 Trust Agreement and the Servicing 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 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 with respect to the Recovery Property, respectivelyTrust Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurredshall have occurred and be continuing, the Indenture Trustee may, and, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount of the Recovery Bonds Note Balances 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 with respect to the Recovery Property, respectivelyTrust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 Agreement or the Servicing Trust Agreement, respectively, 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 Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, Master Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, 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 and the Servicing 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 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writingwriting and may include a facsimile) of the Holders of sixty-six and two-thirds percent (66-2/3%) _____.___% of the Outstanding Amount of the Recovery Bonds shallNotes, subject to Article VIvoting together as a single 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyAgreement, including the right or power to take any action to compel or secure performance or observance by the a Seller or the 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 Agreement or the and Servicing Agreement, respectively, 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 or, so long as it is the Controlling Party, the Insurer, to do so and at the IssuerAdministrator’s expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee or the Insurer may request to compel or secure the performance and observance by the Seller Transferor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Trust Agreement and the Servicing Agreement with respect to the Recovery Property, 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 Trust Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture TrusteeTrustee or, the Insurer (so long as the Insurer is the Controlling Party), including the transmission of notices of default on the part of the Seller Transferor, the Servicer or the Back-up Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller Transferor, the Servicer or the Back-up Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyTrust Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be given in writingwriting and may include a facsimile) of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Outstanding Amount of the Recovery Bonds Majority Noteholders 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 Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyTrust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller Transferor, the Servicer or the Back-up 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 Agreement or the Servicing Trust Agreement, respectively, 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 Issuer’s Administrator's expense, the Issuer agrees to shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the a Seller and or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement and the Servicing Agreement with respect to the Recovery PropertyReceivables Purchase Agreements, respectively, in accordance with the terms thereofas applicable, 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 Servicing Agreement, respectively, Receivables Purchase Agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of any of the Seller Sellers or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the a Seller or the Servicer Servicer, as applicable, of each of their obligations under the Sale and Servicing Agreement and the Servicing Agreement with respect Receivables Purchase Agreements; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the Recovery Propertyperformance of the Sellers or the Servicer of any of their liabilities, respectivelyduties or obligations under any Basic Document. (b) If an Event of Default has occurred, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-2/3%) not less than a majority of the Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or Sellers and the Servicer under or in connection with the Sale and Servicing Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyReceivables Purchase Agreements, including the right or power to take any action to compel or secure performance or observance by the a Seller or the Servicer Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or and the Servicing AgreementReceivables Purchase Agreements, respectivelyas the 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 IssuerAdministrator’s expense, the Issuer agrees to 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 and the ServicerSwap Counterparty, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement and the Servicing Swap Agreement with respect to the Recovery Property, 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 and the Servicing 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 with respect to the Recovery Property, respectivelyAgreement. (b) If an Event of Default has occurredoccurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount of the Recovery Bonds shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer and the Swap Counterparty under or in connection with the Sale and Servicing Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelySwap Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer and the Swap Counterparty, 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 or and the Servicing Swap Agreement, respectivelyas 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 Insurer, so long as the Class A Notes remain Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) to do so and at the Issuer’s Servicer's or Seller's expense, as applicable, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller 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 Servicing Mortgage Loan Purchase Agreement with respect to the Recovery Property, 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 and the Servicing Agreement, respectively, Mortgage Loan Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller 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 and the Servicing Agreement with respect to the Recovery Property, respectivelyMortgage Loan Purchase Agreement. (b) If an a Rapid Amortization Event of Default has occurredoccurred and is continuing, the Indenture Trustee Trustee, with the consent of the Insurer, may, and, at the written direction of the Insurer (which direction shall be in writing) of or, if the Class A Notes are no longer outstanding and no Reimbursement Amounts remain due and owing to the Insurer or if an Insurer Default has occurred and is continuing, the Holders of sixty-six and two-thirds percent (66-66 2/3%) % of the Outstanding Amount of the Recovery Bonds Controlling Class Notes) 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 with respect to the Recovery Property, respectivelyTransaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Depositor, the Servicers or the Servicer of each of their obligations to the Issuer thereunder under the Transaction Documents and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectivelyTransaction 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 Issuer’s 's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request (acting at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders representing not less than a majority of the Outstanding Amount of the Texas Stabilization N Bonds) to compel or secure the performance and observance by the Seller 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 with respect to the Recovery Uplift Property, 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, respectively, to the extent and in the manner directed by the Indenture TrusteeTrustee (acting at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders representing not less than a majority of the Outstanding Amount of the Texas Stabilization N Bonds), 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 Agreement and the Servicing Agreement with respect to the Recovery Uplift Property, respectively. (b) If an Event of Default has occurred, the Indenture Trustee may, and, at the written direction (which direction shall be in writing) of the Holders of sixty-six and two-thirds percent (66-2/3%) representing not less than a majority of the Outstanding Amount of the Recovery Texas Stabilization N 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 with respect to the Recovery Uplift Property, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or 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 Agreement or the Servicing Agreement, respectively, 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 Note Trustee to do so and at the Note Issuer’s 's expense, the Note Issuer agrees to take all such lawful action as the Indenture Note Trustee may reasonably request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Note Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Indenture Note 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 with respect to the Recovery PropertyAgreement, respectively. (b) If an Event of Default has occurred, the Indenture Note Trustee may, and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Holders of sixty-six and two-thirds percent (66-2/3%) 2/3 percent of the Outstanding Amount of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Note Issuer against the Seller or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery PropertyAgreement, respectively, including the right or power to take any action to compel or secure 48 performance or observance by the Seller or the Servicer of each of their obligations to the Note Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectively, and any right of the Note 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 Issuer’s Servicer's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller Seller, the Originators, AIG and the ServicerServicers, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectively, Related 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 Agreement and the Servicing Agreement, respectively, Related 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 Originators, AIG or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller Seller, the Originators, AIG or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyRelated Documents. (b) If an Event of Default has occurredoccurred 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 sixty-six and two-thirds percent (66-2/3%) % of the Outstanding Amount aggregate outstanding principal balance of the Recovery Bonds Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller Seller, the Originators, AIG or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement with respect to the Recovery Property, respectivelyRelated Documents, including the right or power to take any action to compel or secure performance or observance by the Seller Seller, the Originators, AIG or 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 Agreement or the Servicing Agreement, respectivelyRelated Documents, and any right of the Issuer to take such action shall be suspended.