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

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the 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 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 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] or the Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the 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 and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee or the Note Insurer to do so, and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee or the Note Insurer may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the Interest Rate Swap Agreement] to the extent and in the manner directed by the Indenture TrusteeTrustee or the Note Insurer, including the transmission of notices of default on the part of the Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee maymay (with the consent of the Note Insurer), and at the direction of the Note Insurer (or if a Note Insurer Default exists, at the written direction (which direction shall be in writingwriting or by telephone, including facsimileconfirmed in writing promptly thereafter) of the Required Holders Owners of 66-2/3% of the Outstanding Amount of the Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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, Agreement and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Seller, the Depositor, the Seller[, Trust Administrator or the Swap Counterparty] and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 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, the Depositor, the Trust Depositor Administrator or the Servicer thereunder Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Depositor Administrator or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of a majority of the Outstanding Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Trust Administrator or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Seller under or in connection with the Mortgage Loan Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Seller, the Depositor or the Servicer Master Servicer, of each of their applicable obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may reasonably request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Depositor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Pooling and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Pooling and Servicing Agreement [and the 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer of each of their obligations under the Sale Pooling and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilefacsimile with an original thereof to follow) of the Required Holders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Depositor or the Servicer under or in connection with the Sale Pooling and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the 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 which may be given by the Issuer under the Sale Pooling and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, Agreement and the Transfer and Sale Agreement [and the 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 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Depositor or the Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the 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 and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] and the ServicerServicer or NAL, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] in accordance with the terms thereof, Receivable 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 or the Interest Rate Swap Agreement] 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 Trust Depositor 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 Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Depositor or the Servicer under or in connection with the Sale and Servicing Agreement [or and the Interest Rate Swap Agreement], Receivables Purchase Agreement including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 and the Receivables Purchase Agreement, as 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 Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] and Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] 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 Interest Rate Swap Agreement] 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 Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement. (b) If an Event of Default has occurred and is continuingcontinuing at any time when the Security Insurer is not the Controlling Party, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of not less than a majority of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [or and the Interest Rate Swap Agreement], Receivables Purchase Agreement including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 and the Receivables Purchase Agreement, as 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 or, so long as it is the Controlling Party, the Insurer, to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Transferor and the Servicer, 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 Trust Agreement [and the 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 Trust Agreement [and the Interest Rate Swap Agreement] to the extent and in the manner directed by the Indenture TrusteeTrustee or, so long as it is the Controlling Party, the Insurer, including the transmission of notices of default on the part of the Trust Depositor Transferor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Transferor or the Servicer of each of their obligations under the Sale and Servicing Trust Agreement. (b) If the Indenture Trustee is the Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be given in writing, including writing and may include a facsimile) of the Required Holders Majority Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Transferor or the Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Trust Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 and Servicing Trust Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the AdministratorIssuer’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 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 Trust Depositor or the Servicer Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Master Servicer of each of their obligations under the Sale and Servicing Agreement and the Mortgage Loan Purchase Agreement. (b) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, including facsimileconfirmed in writing promptly thereafter) of the Required Holders Majority Highest Priority Class Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Seller under or in connection with the Mortgage Loan Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 Mortgage Loan Purchase Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, 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 Trust Depositor, the Seller[, the Swap Counterparty] 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 and Servicing Agreement, or by the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] 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 and Servicing Agreement [and the Interest Rate Swap Agreement] each such agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of 28 (Nissan 2014-B Indenture) default on the part of the Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their respective obligations under the Sale and Servicing Agreement or the Purchase Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, including facsimileconfirmed in writing promptly thereafter) of the Required Holders of a majority of the Outstanding Amount of the Notes, voting as a single class, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [Agreement, the Purchase Agreement, or against the Interest Rate Swap Administrator under the Administration Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 and Servicing Agreement, 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 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 Trust Depositor, the Seller[, the Swap Counterparty] and Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] 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 Interest Rate Swap Agreement] 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 either the Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer Servicer, as applicable, of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement, as applicable; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of not less than a majority of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [or and the Interest Rate Swap Agreement], Receivables Purchase Agreement including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 and the Receivables Purchase Agreement, as 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 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 Trust Seller, the Depositor, the Seller[, Trust Administrator or the Swap Counterparty] and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 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, the Depositor, the Trust Depositor Administrator or the Servicer thereunder Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Depositor Administrator or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of a majority of the Outstanding Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Trust Administrator or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Seller under or in connection with the Mortgage Loan Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Seller, the Depositor or the Servicer Master Servicer, of each of their applicable obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, 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 Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] and Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing AgreementAgreement or by the Seller or the Company, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] as applicable, of each of their obligations under or in accordance connection with the terms thereofPurchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the 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 Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 662/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [Agreement, or against the Company or the Interest Rate Swap Seller under or in connection with the Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 Purchase Agreement, as 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 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 Trust Seller, the Depositor, the Seller[Securities Administrator, the Swap Counterparty] and Master Servicer or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Mortgage Loan Purchase Agreement and the Transfer and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Transfer and Servicing Agreement [and the 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 Trust Depositor Seller, the Depositor, the Securities Administrator, the Master Servicer or the Servicer thereunder Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller, the Depositor, the Securities Administrator, the Master Servicer or the Servicer Servicer, as applicable, of each of their applicable obligations under the Sale Mortgage Loan Purchase Agreement and the Transfer and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of a majority of the Outstanding Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Securities Administrator, the Master Servicer or the Servicer under or in connection with the Sale Transfer and Servicing Agreement [or the Interest Rate Swap Seller under or in connection with the Mortgage Loan Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller, the Depositor, the Securities Administrator, the Master Servicer or the Servicer 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 Transfer and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, 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 Trust DepositorSeller, the Seller[, Depositor or the Swap Counterparty] and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale Agreement and Transfer and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Transfer and Servicing Agreement [and the 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 Trust Seller, the Depositor or the Master Servicer thereunder under the Mortgage Loan Sale Agreement and Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Seller, the Depositor or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement and Transfer and Servicing Agreement. (ba) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of a majority of the Outstanding Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Depositor or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement [or the Interest Rate Swap Seller under or in connection with the Mortgage Loan Sale Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Seller, the Depositor or the Servicer Master Servicer, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Transfer and Servicing Agreement, 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 Securities Insurer] to do so, so and at the AdministratorMaster Servicer’s expense, the Issuer Issuing Entity shall take all such lawful action as the Indenture Trustee [or the Securities Insurer] may request to compel or secure the performance and observance by the Trust DepositorTransferor, the Seller[, the Swap Counterparty] Servicer and the Master Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Issuing Entity, under or in connection with the Sale and Servicing Agreement [and the Interest Rate Swap Agreement] to the extent and in the manner directed by the Indenture TrusteeTrustee [or the Securities Insurer], including the transmission of notices of default on the part of the Trust Depositor Transferor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Transferor, the Master Servicer or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and [at the direction of the Securities Insurer, and] at the direction (which direction shall be in writingwriting or by telephone, including facsimileconfirmed in writing promptly thereafter) of the Required Holders of 66-2/3% of the Notes Outstanding shall[, with the prior written consent of the Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing),] exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity, as Securityholder, against the Trust Depositor[Transferor, the Swap Counterparty] Servicer or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Transferor, the Servicer or the Servicer Master Servicer, as the case may be, of each of their obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale and Servicing Agreement, and any right of the Issuer Issuing Entity to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s 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 Trust Depositor, Seller of its obligations under the Seller[, the Swap Counterparty] Receivables Purchase Agreement and the Servicer, as applicable, Master Servicer of each of their its obligations to the Issuer under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 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 Trust Depositor Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Master Servicer of each of their obligations under the Receivables Purchase Agreement and the Sale and Servicing Agreement, as applicable. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, including facsimileconfirmed in writing promptly thereafter) of the Required Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Master Servicer under or in connection with the Receivables Purchase Agreement and the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller, 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 extension, or waiver under the Sale and Servicing Agreement, Agreement and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] and Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing AgreementAgreement or by the Seller or the Company, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] as applicable, of each of their obligations under or in accordance connection with the terms thereofPurchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the 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 Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 66Y% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [Agreement, or against the Company or the Interest Rate Swap Seller under or in connection with the Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 Purchase Agreement, as 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 Administrator’s expense, the Issuer in its capacity as holder of the Assets, 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 Trust DepositorSeller, the Seller[, the Swap Counterparty] Originator and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Asset Purchase Agreement and the Servicing Agreement, the Transfer and Sale Agreement [and the 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 Asset Purchase Agreement and the Servicing Agreement [and the Interest Rate Swap Agreement] to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Assets, including the transmission of notices of default on the part of the Trust Depositor Seller, the Originator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller, the Originator or the Servicer of each of their obligations under the Sale Asset Purchase Agreement and the Servicing Agreement. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Assets, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders shallof 66-2/3% of the Note Balances of the Notes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[Seller, the Swap Counterparty] Originator or the Servicer under or in connection with the Sale Asset Purchase Agreement and the Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller, the Originator 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 Asset Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s Issuer'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 Trust Depositor, the Seller[, the Swap Counterparty] Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale Agreement and the Servicing Agreement, the Transfer and Sale Agreement [and the 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 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 Trust Depositor Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Master Servicer of each of their obligations under the Servicing Agreement and the Sale and Servicing Agreement. (b) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, including facsimileconfirmed in writing promptly thereafter) of a Majority of the Required Holders Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Seller under or in connection with the Mortgage Loan Sale Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 Servicing Agreement or Mortgage Loan Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, Agreement or to the Transfer and Sale Seller under or in connection with the Purchase Agreement [and the 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 (or the Interest Rate Swap Seller 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 Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Purchase Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of not less than 66-2/3% of the Outstanding Amount of the Indenture Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 and Servicing Agreement, 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 direction (which direction shall be in writing) of the Holders of not less than 66-2/3% of the Outstanding Amount of the Indenture Notes shall, exercise all rights, remedies, powers, privileges and claims of the Seller against Credit under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by Credit of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any right of the Seller to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the AdministratorIssuer’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale Agreement and the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 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 Trust Depositor or the Servicer Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Master Servicer of each of their obligations under the Sale and Servicing Agreement and the Mortgage Loan Sale Agreement. (b) If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writingwriting or by telephone, including facsimileconfirmed in writing promptly thereafter) of the Required Holders Majority Highest Priority Class Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Seller under or in connection with the Mortgage Loan Sale Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 Mortgage Loan Sale Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s expense, the Issuer Issuing Entity [and the Grantor Trust] shall take all such lawful action as the Indenture Trustee may Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] and Depositor or the Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity [and the Grantor Trust] under or in connection with the Sale and Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, the Transfer and Sale Agreement [and the or by any obligor under any Interest Rate Swap Agreement] of its obligations under or in accordance with the terms thereof, such Interest Rate Swap,] [or by any obligor under any Interest Rate Cap of its obligations under or in accordance with such Interest Rate Cap,] and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity [and the Grantor Trust] under or in connection with the Sale and Servicing Agreement [and the such Interest Rate Swap AgreementSwap][and such Interest Rate Cap] to the extent and in the manner directed by the Indenture Trustee, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement [or the Interest Rate Swap][or the Interest Rate Cap] on the part of the Trust Depositor or the Servicer thereunder [or the Interest Rate Swap obligor][or the Interest Rate Cap obligor] and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer [and the Interest Rate Swap obligor][and the Interest Rate Cap obligor] of each of their obligations under the Sale and Servicing AgreementAgreement [and the Interest Rate Swap][ the Interest Rate Cap]. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of 66 2/3% of the Outstanding Amount of the Controlling Securities shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity [and the Grantor Trust] against the Trust Depositor[, the Swap Counterparty] Depositor or the Servicer [or the Interest Rate Swap][or the Interest Rate Cap] under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Swap][or the Interest Rate Cap], or against the Depositor under or in connection with the Receivables Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor or the Servicer Servicer, of each of their obligations to the Issuer Issuing Entity [and the Grantor Trust] thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing AgreementAgreement or the Receivables Purchase Agreement [or he Interest Rate Swap][or the Interest Rate Cap], as the case may be, and any right of the Issuer Issuing Entity [or the Grantor Trust] to take such action shall be suspended. (c) [The Indenture Trustee shall give prompt written notice to the [Swap][Cap] Counterparty of each request for action that is made and direction received pursuant to this Section 5.16.]

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] and Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing AgreementAgreement or by the Seller or the Company, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] as applicable, of each of their obligations under or in accordance connection with the terms thereofPurchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the 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 Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 66% of the Outstanding Amount of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [Agreement, or against the Company or the Interest Rate Swap Seller under or in connection with the Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended. Notwithstanding the foregoing, the Indenture Trustee shall not be obligated to act at the direction of the Holders of the Indenture Controlling Class unless the Indenture Trustee shall have been offered indemnity reasonably satisfactory to it against the costs, expenses and liabilities it may incur in complying with such directions.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] and Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing AgreementAgreement or by the Seller or the Company, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] as applicable, of each of their obligations under or in accordance connection with the terms thereofPurchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the 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 Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 66 % of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [Agreement, or against the Company or the Interest Rate Swap Seller under or in connection with the Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 Purchase Agreement, as 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 Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust DepositorSeller, the Seller[, the Swap Counterparty] Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Transfer and Servicing AgreementAgreement (and with respect to the Administrator only, the Transfer and Sale Agreement [and the Interest Rate Swap 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 Transfer and Servicing Agreement [(and the Interest Rate Swap Administration 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 Trust Depositor Seller, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller, the Administrator or the Servicer of each of their obligations under the Sale Transfer and Servicing Agreement (and the Administration Agreement). (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders shall, Noteholders of 66-2/3% of the Outstanding Amount of the Outstanding Notes shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[Seller, the Swap Counterparty] Administrator or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement [or (and the Interest Rate Swap Administration Agreement]), including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller, the Administrator or the Servicer of each of their obligations to the Issuer thereunder and to give any 42 50 consent, request, notice, direction, approval, extension or waiver under the Sale Transfer and Servicing Agreement (and the Administration Agreement, ) and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee (at the direction of the Insurer) to do so, so and at the Administrator’s Master Servicer's or Seller's expense, as applicable, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Transfer and Servicing Agreement, Agreement and the Transfer and Mortgage Loan Sale Agreement [and the 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 Transfer and Servicing Agreement [and the Interest Rate Swap Agreement] Mortgage Loan Sale Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Trust Depositor Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Master Servicer of each of their respective obligations under the Sale Transfer and Servicing Agreement and the Mortgage Loan Sale Agreement. (b) If a Rapid Amortization Event has occurred and is continuing, the Indenture Trustee, with the consent of the Insurer, may, and, at the written direction of the Insurer (or, if an Event of Insurer Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) Holders of 66 2/3% of the Required Holders Outstanding Amount of the Controlling Class Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement]Operative Agreements, including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller, the Depositor, the Servicers or the Master 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 and Servicing AgreementOperative Agreements, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 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 Trust Depositor, Seller or the SellerServicer [, and 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 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 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 Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust DepositorSeller or the Servicer [, and the Swap Counterparty] or the Servicer under or in connection with the Sale and Servicing Agreement [or and the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 [and Swap Agreement], as applicable, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Loan Purchase Agreement and the Master Servicing Agreement, the Transfer and Sale Agreement [and the 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 Loan Purchase Agreement and the Master Servicing Agreement [and the 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 Trust Depositor Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Master Servicer of each of their obligations under the Sale Loan Purchase Agreement and the Master Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee [subject to the rights of the Credit Enhancer under the Master Servicing Agreement] may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Master Servicer under or in connection with the Sale Loan Purchase Agreement and the Master Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller 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 Loan Purchase Agreement and the Master Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

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

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Insurer or the Indenture Trustee Trustee, with the consent of the Insurer to do so, and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee or the Insurer, as applicable, may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Depositor and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Interest Rate Swap Agreement] to the extent and in the manner directed by the Indenture TrusteeTrustee or the Insurer, as applicable, including the transmission of notices of default on the part of the Trust Depositor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Master Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, subject to the rights of the Insurer hereunder and under the Sale and Servicing Agreement, may, and at the direction (which direction shall be in writingwriting or by telephone, including facsimileconfirmed in writing promptly thereafter) of the Required Insurer or the Holders of a majority of the Outstanding Amount if there is an Insurer Default shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Depositor or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor or Depositor, 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 extension, or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.. 37

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee (at the direction of the Insurer) to do so, so and at the Administrator’s Master Servicer's expense, the Issuer shall Trust agrees to 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[, the Swap Counterparty] Sponsor and the Master Servicer, as applicable, of each of their obligations to the Issuer Trust under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Trust under or in connection with the Sale and Servicing Agreement [and the 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 Trust Depositor Sponsor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Sponsor or the Master Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Indenture Trustee is a Controlling Party and if an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing, including facsimile) of the Required Holders Noteholders holding at least 51% of the Note Balance shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Trust against the Trust Depositor[, the Swap Counterparty] Sponsor or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Sponsor or the Master 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 and Servicing Agreement, 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 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 Trust Seller, the Depositor, the Seller[, Trust Administrator or the Swap Counterparty] 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 Transfer and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Transfer and Servicing Agreement [and the 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, the Depositor, the Trust Depositor Administrator or the Servicer thereunder Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Depositor Administrator or the Master Servicer of each of their applicable obligations under the Sale Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of a majority of the Outstanding Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Trust Administrator or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement [or the Interest Rate Swap Seller under or in connection with the Mortgage Loan Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Seller, the Depositor or the Servicer Master Servicer, of each of their applicable obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Transfer and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.. ARTICLE SIX THE INDENTURE TRUSTEE

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s '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 Trust Depositor, the Seller[, the Swap Counterparty] Depositor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Pooling and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Pooling and Servicing Agreement [and the 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer of each of their obligations under the Sale Pooling and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilefacsimile with an original thereof to follow) of the Required Holders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Depositor or the Servicer under or in connection with the Sale Pooling and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the 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 Pooling and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, 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 Trust Depositor, the Seller[, the Swap Counterparty] 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 Servicing Agreement, the Transfer and Sale Agreement [and the 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 Mortgage Loan Purchase Agreement and the Servicing Agreement [and the 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 Trust Depositor Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Master Servicer of each of their obligations under the Sale Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Master Servicer under or in connection with the Sale Mortgage Loan Purchase Agreement and the Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller 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 and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense, the Issuer 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[, the Swap Counterparty] Transferor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Program Operating Lease and the Servicing Agreement, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the Interest Rate Swap Agreement] each such agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer of each of their its obligations under the Sale and Servicing Agreement. Upon the occurrence and continuation of a Program Operating Lease Default, the Indenture Trustee, as assignee of the rights of the Issuer in the Program Operating Lease pursuant to the Indenture Trustee's security interest in the Trust Estate, shall be entitled to terminate the Program Operating Lease in accordance with the terms thereof. Upon such termination, the Issuer shall directly receive all distributions with respect to the 2000-A Vehicle SUBI Certificate and to apply the funds received in respect thereof to pay interest on and principal of the Securities. (b) If an Event of Indenture Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of Senior Noteholders holding not less than a majority of the Required Holders Outstanding Amount, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[Transferor, the Swap Counterparty] or Vehicle Trustee and the Servicer under or in connection with the Sale and Program Operating Lease, the Servicing Agreement [or and the Interest Rate Swap Agreement]Administration Supplement, respectively, including the right or power to take any action to compel or secure performance or observance by the Trust Depositor or the Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Transfer and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Transfer and Servicing Agreement [and the 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 Trust Depositor Depositor, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Depositor, the Administrator or the Servicer of each of their obligations under the Sale Transfer and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders shall, Noteholders of 66-2/3% of the Outstanding Amount of the Directing Notes shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Administrator or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Depositor, the Administrator 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 and Servicing Agreement, Agreement and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, 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 Trust Depositor, the Seller[, the Swap Counterparty] and Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, the Transfer and Sale Agreement [and or by any obligor under the Interest Rate Swap Agreement] of its obligations under or in accordance with the terms thereofInterest Rate Swap, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the Interest Rate Swap Agreement] to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default under the Sale and Servicing Agreement or the Interest Rate Swap on the part of the Trust Depositor or Seller, the Servicer thereunder or any Interest Rate Swap obligor, as applicable, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or Seller, the Servicer and any Interest Rate Swap obligor of each of their obligations under the Sale and Servicing AgreementAgreement and the Interest Rate Swap, as applicable. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 66 2/3% of the Outstanding Amount of the Controlling Securities shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[Seller, the Servicer or any Interest Rate Swap Counterparty] or the Servicer obligor under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Swap, as applicable, or against the Seller under or in connection with the Receivables Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller or the Servicer Servicer, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, the Receivables Purchase Agreement or the Interest Rate Swap, as the case may be, and any right of the Issuer to take such action shall be suspended. (c) The Indenture Trustee shall give prompt written notice to the Swap Counterparty of each request for action that is made and direction received pursuant to this Section 5.16.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust DepositorSeller, the Seller[, the Swap Counterparty] Master Servicer and the ServicerAdministrator, as applicable, of each of their obligations to the Issuer under or in connection with the Loan Sale and Servicing Agreement, the Transfer and Sale Master Servicing Agreement [and the Interest Rate Swap Agreement] in accordance with the terms thereof, Administration Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Loan Sale and Agreement, the Master Servicing Agreement [and the Interest Rate Swap Agreement] Administration 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 Trust Depositor Seller, the Master Servicer or the Servicer Administrator thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller, the Master Servicer or the Servicer Administrator of each of their obligations under the Loan Sale and Agreement, the Master Servicing Agreement or the Administration Agreement. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders Noteholders of 66-2/3% of the Outstanding Amount of the Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[Seller, the Swap Counterparty] Master Servicer or the Servicer Administrator under or in connection with the Loan Sale and Agreement, the Master Servicing Agreement [or the Interest Rate Swap Administration Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller, the Master Servicer or the Servicer Administrator of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Loan Sale and Servicing Agreement, the Master Servicing Agreement or the Administration Agreement and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust DepositorSeller, the Seller[, Depositor the Swap Counterparty] Servicer and the ServicerAdministrator, as applicable, of each of their obligations to the Issuer under or in connection with the Loan Sale and Servicing Agreement, the Transfer and Sale Agreement, the Servicing Agreement [and the Interest Rate Swap Agreement] in accordance with the terms thereof, Administration Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Loan Sale and Agreement, the Servicing Agreement [and the Interest Rate Swap Agreement] Administration 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 Trust Depositor Seller, the Depositor, the Servicer or the Servicer Administrator thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller, the Depositor, the Servicer or the Servicer Administrator of each of their obligations under the Loan Sale and Agreement, the Servicing Agreement or the Administration Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders Noteholders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[Seller, the Swap Counterparty] Depositor, the Servicer or the Servicer Administrator under or in connection with the Loan Sale and Agreement, the Transfer Agreement, the Servicing Agreement [or the Interest Rate Swap Administration Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller, the Depositor, 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 or waiver under the Loan Sale and Servicing Agreement, the Transfer Agreement, the Servicing Agreement or the Administration Agreement and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a1) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense, the Issuer Trust shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositoran Originator, the Seller[, the Swap Counterparty] and the a Servicer or a Back-Up Servicer, as applicable, of each of their its obligations to the Issuer Trust under or in connection with the Sale and Servicing any applicable Securitization Agreement, Servicing Agreement or agreement with the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] Back-Up Servicer 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 such Securitization Agreement, Servicing Agreement [and the Interest Rate Swap Agreement] or other 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 Trust Depositor Originator, the Servicer or the Back-Up Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Originator, the Servicer or the Back-Up Servicer of each of their obligations under the Sale and affected Securitization Agreement, Servicing AgreementAgreement or other agreement. (b2) If an a Related Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders Noteholders of such Series upon an Extraordinary Resolution of such Noteholders shall, subject to Section 12.3, exercise all rights, remedies, powers, privileges and claims of the Issuer Trust against the Trust Depositor[, the Swap Counterparty] Related Originator or the Related Servicer under or in connection with the Sale and Related Securitization Agreement or Related Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Related Originator or the Related 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 and Related Securitization Agreement or Related Servicing Agreement, 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 [or the Note Insurer] to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] and the Servicer, as applicable, Depositor of each of their its obligations to the Issuer under or in connection with the Sale and Servicing Collection Agreement, or by the Transfer and Seller of its obligations under or in connection with the Mortgage Loan Sale Agreement [and the 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 Collection Agreement [and the Interest Rate Swap Agreement] to the extent and in the manner directed by the Indenture Trustee, or [the Note Insurer] including the transmission of notices of default on the part of the Trust Depositor Depositor, the Seller or [the Servicer Master Servicer] thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer Seller of each of their obligations under the Sale and Servicing Collection Agreement or the Mortgage Loan Sale Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, [with the prior written consent of the Note Insurer, and shall at the direction of the Note Insurer or with the prior written consent of the Note Insurer], and at the direction (which direction shall be in writingwriting or by telephone, including facsimileconfirmed in writing promptly thereafter) of the Required Holders Majority Highest Priority Class Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] or the Servicer Depositor under or in connection with the Sale and Servicing Collection Agreement, or against the Seller under or in connection with the Mortgage Loan Sale Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor or the Servicer Seller 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 Collection Agreement or the Mortgage Loan Sale Agreement, as 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 Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust DepositorTransferor, the Seller[, the Swap Counterparty] Servicer and the Master Servicer, as applicable, of each of their obligations to the Issuer and the Grantor Trustee under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Issuer, as Grantor Trust Holder, under or in connection with the Sale and Servicing Agreement [and the Interest Rate Swap Agreement] 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 Trust Depositor Transferor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Transferor, the Master Servicer or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Grantor Trust Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, at the direction of the Securities Insurer, and at the direction (which direction shall be in writingwriting or by telephone, including facsimileconfirmed in writing promptly thereafter) of the Required Holders of 66-2/3% of the Notes Outstanding shall, with the prior written consent of the Securities Insurer, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuer, as Grantor Trust Holder, against the Trust Depositor[Transferor, the Swap Counterparty] Servicer or the Master Servicer under or in connection with the Sale and Servicing Agreement [or and the Interest Rate Swap Grantor Trust Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Transferor, the Servicer or the Servicer Master 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 and the Grantor Trust Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Depositor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the Interest Rate Swap 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 Trust Depositor or the Servicer thereunder and the institution of legal or of administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders shall, representing not less than 66-2/3% of the Outstanding Amount of the Notes shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Depositor or the Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the 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 and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s Depositor's or the Master Servicer's expense, as the Issuer shall case may be, the Trust agrees to 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[, the Swap Counterparty] Depositor and the Master Servicer, as applicable, of each of their obligations to the Issuer Trust under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Trust under or in connection with the Sale and Servicing Agreement [and the 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 Trust Depositor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Master Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing, including facsimile) of the Required Holders Majority Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Trust against the Trust Depositor[, the Swap Counterparty] Depositor or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor or the Master 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 and Servicing Agreement, 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 to do soso (after the occurrence of an Event of Default as otherwise required under this Article V or upon the direction of the Servicer or the Controlling Party, as applicable) and at the Administrator’s Issuer's expense, the Issuer shall take all such lawful action as the Indenture Trustee or the Note Insurer may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Paragon and the Servicer, as applicable, of each of their obligations to the Seller or the Issuer under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 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 Trust Depositor Paragon or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Paragon or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at shall upon the direction (which direction shall be in writing, including facsimile) of the Required Note Insurer or, if an Insurer Default has occurred and is continuing, the Holders shallof a Note Majority, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Paragon or the Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Paragon or the Servicer of each of their obligations to the Issuer Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] 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 Servicing Agreement, the Transfer and Sale Agreement [and the 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 Mortgage Loan Purchase Agreement and the Servicing Agreement [and the 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 Trust Depositor Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Master Servicer of each of their obligations under the Sale Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee (subject to the rights of the Credit Enhancer under the Servicing Agreement) may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Master Servicer under or in connection with the Sale Mortgage Loan Purchase Agreement and the Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller 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 and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s '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 Trust Depositor, the Seller[, the Swap Counterparty] Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Transfer and Servicing AgreementAgreement (and with respect to the Administrator only, the Transfer and Sale Agreement [and the Interest Rate Swap 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 Transfer and Servicing Agreement [(and the Interest Rate Swap Administration 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 Trust Depositor Depositor, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Depositor, the Administrator or the Servicer of each of their obligations under the Sale Transfer and Servicing Agreement (and the Administration Agreement). (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders shall, Noteholders of 66-2/3% of the Outstanding Amount of the Outstanding Directing Notes shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Administrator or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement [or (and the Interest Rate Swap Administration Agreement]), including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Depositor, the Administrator 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 and Servicing Agreement (and the Administration Agreement, ) and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee (at the direction of the Insurer) to do so, so and at the AdministratorMaster Servicer’s or Seller’s expense, as applicable, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Transfer and Servicing Agreement, Agreement and the Transfer and Mortgage Loan Sale Agreement [and the 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 Transfer and Servicing Agreement [and the Interest Rate Swap Agreement] Mortgage Loan Sale Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Trust Depositor Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Master Servicer of each of their respective obligations under the Sale Transfer and Servicing Agreement and the Mortgage Loan Sale Agreement. (b) If a Rapid Amortization Event has occurred and is continuing, the Indenture Trustee, with the consent of the Insurer, may, and, at the written direction of the Insurer (or, if an Event of Insurer Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) Holders of 66 2/3% of the Required Holders Outstanding Amount of the Controlling Class Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement]Operative Agreements, including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller, the Depositor, the Servicers or the Master 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 and Servicing AgreementOperative 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 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 either Seller, the Trust Originator, the Depositor, the Seller[Master Servicer, the Swap Counterparty] and Subservicer, the Servicer, Securities Administrator as applicable, of each of their obligations to the Issuer under or in connection with the Sale Transfer and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Transfer and Servicing Agreement [and the 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 Trust Depositor or Seller, the Servicer thereunder Depositor, the Originator, the Subservicer, the Securities Administrator, the Master Servicer, as applicable, under the Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by either Seller, the Trust Depositor or Originator, the Depositor, the Subservicer, the Securities Administrator, the Master Servicer of each of their applicable obligations under the Sale Transfer and Servicing Agreement. (b) If an Indenture Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of Noteholders evidencing a majority of the Required Holders Outstanding Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against either Seller the Trust Depositor[, the Swap Counterparty] or Originator, the Servicer Master Servicer, the Subservicer, the Securities Administrator under or in connection with the Sale Transfer and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by either Seller, the Trust Depositor Depositor, the Subservicer, the Securities Administrator or the Servicer Master Servicer, of each of their applicable obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Transfer and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the AdministratorIssuer’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust DepositorSeller, the Seller[, the Swap Counterparty] Depositor and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sales Agreement and the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the 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 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 Trust Depositor or the Servicer Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Seller, the Depositor or the Master Servicer of each of their obligations under the Sale and Servicing Agreement and the Sales Agreement. (b) If an Event of Default of which a Responsible Officer of the Indenture Trustee has Actual Knowledge has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders Majority Controlling Class Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Depositor or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Seller under or in connection with the Sales Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Seller, the Depositor 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 Sales Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense, the The Issuer shall take all such lawful action as the Indenture Trustee may Trustee, at the direction of the Majority Noteholders, shall request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] and the Servicer, as applicable, Manager of each of their its obligations to the Issuer under or in connection with the Sale and Servicing Management Services Agreement, by any of the Diversified Parties of their obligations under or in connection with the Transfer and Sale Agreement [and the 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 Management Services Agreement [and or the Interest Rate Swap Agreement] Transfer Agreement to the extent and in the manner directed by the Indenture Trustee, at the direction of the Majority Noteholders, including the transmission of notices of default under the Management Services Agreement on the part of the Trust Depositor or Manager thereunder, claims for indemnification by the Servicer thereunder Issuer against any of the Diversified Parties the Transfer Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer Manager of each of their its obligations under the Sale and Servicing Management Services Agreement, by any of the Diversified Parties of its obligations under the Transfer Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders Majority Noteholders, shall, (subject to the terms hereof) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] or the Servicer Manager under or in connection with the Sale and Servicing Agreement [Management Services Agreement, against any of the Diversified Parties under or in connection with the Interest Rate Swap Transfer Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor or the Servicer Manager, of each of their its obligations to the Issuer thereunder under the Management Services Agreement, by any of the Diversified Parties, of its obligations to the Issuer under the Transfer Agreement and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Management Services Agreement, the Transfer Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust DepositorSeller, the Seller[Administrator, the Swap Counterparty] Master Servicer and the Servicerany Subservicer, as applicable, of each of their obligations to the Issuer under or in connection with the Loan Sale and Servicing Agreement, the Transfer and Sale Master Servicing Agreement [and the Interest Rate Swap Agreement] in accordance with the terms thereof, Administration Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Loan Sale and Agreement, the Master Servicing Agreement [and the Interest Rate Swap Agreement] Administration 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 Trust Depositor Seller, the Master Servicer or the Servicer Administrator thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller, the Master Servicer or the Servicer Administrator of each of their obligations under the Loan Sale and Agreement, the Master Servicing Agreement or the Administration Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders Noteholders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[Seller, the Swap Counterparty] Master Servicer or the Servicer Administrator under or in connection with the Loan Sale and Agreement, the Master Servicing Agreement [or the Interest Rate Swap Administration Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller, the Master Servicer or the Servicer Administrator of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Loan Sale and Servicing Agreement, the Master Servicing Agreement or the Administration Agreement and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] 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 Servicing Agreement, the Transfer and Sale Agreement [and the 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 Mortgage Loan Purchase Agreement and the Servicing Agreement [and the 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 Trust Depositor Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Master Servicer of each of their obligations under the Sale Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 66-2/3% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Master Servicer under or in connection with the Sale Mortgage Loan Purchase Agreement and the Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller 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 and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s '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 Trust Depositor, the Seller[, the Swap Counterparty] and Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing AgreementAgreement or by the Seller or the Company, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] as applicable, of each of their obligations under or in accordance connection with the terms thereofPurchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the 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 Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [Agreement, or against the Company or the Interest Rate Swap Seller under or in connection with the Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 Purchase Agreement, as 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 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 Trust DepositorSeller, the Seller[, Depositor or the Swap Counterparty] and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Sale Agreement and Transfer and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Transfer and Servicing Agreement [and the 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 Trust Seller, the Depositor or the Master Servicer thereunder under the Mortgage Loan Sale Agreement and Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Seller, the Depositor or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement and Transfer and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of a majority of the Outstanding Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Depositor or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement [or the Interest Rate Swap Seller under or in connection with the Mortgage Loan Sale Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Seller, the Depositor or the Servicer Master Servicer, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Transfer and Servicing Agreement, 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 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 EFG or the Trust Depositor, the Seller[, the Swap Counterparty] and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale Purchase and Servicing Contribution Agreement, the Transfer and Sale Master Servicing Agreement [and the Interest Rate Swap Agreement] in accordance with the terms thereof, other Transaction Documents and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Purchase and Contribution Agreement, the Master Servicing Agreement [and the Interest Rate Swap Agreement] other Transaction Documents 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 Trust Depositor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor EFG or the Master Servicer of each of their obligations under the Sale Purchase and Contribution Agreement, the Master Servicing AgreementAgreement or the other Transaction Documents. (b) If an Event of Default has occurred and is continuingThe Indenture Trustee, with the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) written consent of the Required Holders shallInsurer or during the existence and continuation of an Insurer Default the Noteholders of 66-2/3% of the Class A-1 Note Principal Amount and the Class A-2 Note Principal Amount, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against EFG and the Trust Depositor[, the Swap Counterparty] or the Master Servicer under or in connection with the Sale Purchase and Contribution Agreement, the Master Servicing Agreement [or the Interest Rate Swap Agreement]other Transaction Documents, including the right or power to take any action to compel or secure performance or observance by the Trust Depositor EFG 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 Purchase and Servicing Contribution Agreement, the Master Servicing Agreement or the other Transaction Documents and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, so and at the Administrator’s '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 Trust Depositor, the Seller[, the Swap Counterparty] and Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing AgreementAgreement or by the Seller or the Company, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] as applicable, of each of their obligations under or in accordance connection with the terms thereofPurchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the 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 Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) writing of the Required Holders of 66% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [Agreement, or against the Company or the Interest Rate Swap Seller under or in connection with the Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended. Notwithstanding the foregoing, the Indenture Trustee shall not be obligated to act at the direction of the Holders unless the Indenture Trustee shall have been offered indemnity reasonably satisfactory to it against the costs, expenses and liabilities it may incur in complying with such directions.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee or the Subordinate Note Insurer to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust DepositorSeller, the Seller[Servicer, the Administrator and the Swap Counterparty] and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Loan Sale and Agreement, the Servicing Agreement, the Transfer and Sale Administration Agreement [and the Interest Rate Swap Agreement] in accordance with the terms thereof, Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Loan Sale and Agreement, the Servicing Agreement [and the Interest Rate Swap Agreement] Administration Agreement to the extent and in the manner directed by the Indenture TrusteeTrustee or the Subordinate Note Insurer, including the transmission of notices of default on the part of the Trust Depositor Seller, the Servicer, the Administrator or the Servicer Swap Counterparty thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller, the Servicer, the Administrator or the Servicer Swap Counterparty of each of their obligations under the Loan Sale and Agreement, the Servicing Agreement, the Administration Agreement or the Swap Agreement. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee Trustee, with the written consent of the Subordinate Note Insurer, may, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of, including facsimile) if the Senior Notes are Outstanding, the Noteholders of 66-2/3% of the Required Holders Outstanding Amount of the Notes or, if the Senior Notes are not Outstanding, of the Subordinate Note Insurer, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[Seller, the Swap Counterparty] Servicer, the Administrator or the Servicer Swap Counterparty under or in connection with the Loan Sale and Agreement, the Servicing Agreement, the Administration Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller, the Servicer, the Administrator or the Servicer Swap Counterparty of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Loan Sale and Agreement, the Servicing Agreement, the Administration Agreement or the Swap Agreement and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, 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 Trust Depositor, the Seller[, the Swap Counterparty] Depositor and the Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Sale Pooling and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Pooling and Servicing Agreement [and the 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 Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer of each of their obligations under the Sale Pooling and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilefacsimile with an original thereof to follow) of the Required Holders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Depositor or the Servicer under or in connection with the Sale Pooling and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the 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 Pooling and Servicing Agreement, 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 Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] and Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing AgreementAgreement or by the Seller or the Company, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] as applicable, of each of their obligations under or in accordance connection with the terms thereofPurchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement [and the 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 Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of 66K% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [Agreement, or against the Company or the Interest Rate Swap Seller under or in connection with the Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 Purchase Agreement, as 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 Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] 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 Servicing Agreement, the Transfer and Sale Agreement [and the 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 Mortgage Loan Purchase Agreement and the Servicing Agreement [and the 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 Trust Depositor Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Master Servicer of each of their obligations under the Sale Mortgage Loan Purchase Agreement and the Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee (subject to the rights of the Credit Enhancer under the Servicing Agreement) may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of ______% of the Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Master Servicer under or in connection with the Sale Mortgage Loan Purchase Agreement and the Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller 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 and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense, the Issuer Issuing Entity shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, [,] [and] the SellerServicer [, the Swap Counterparty] and the Servicer[Swap Counterparty][Cap Provider]], as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the any Interest Rate Swap [Swap][Cap] Agreement] ], in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity under or in connection with the Sale and Servicing Agreement [and the Interest Rate Swap Agreement] each such agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor or the Servicer of each of their its obligations under the Sale and Servicing Agreement. (b) If an Event of Indenture Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of Noteholders holding not less than a Majority Interest of the Required Holders Notes voting as a single class, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Trust Depositor, the Titling Trustee[, the [Swap CounterpartyCounterparty][Cap Provider]] or and the Servicer under or in connection with the Sale and Servicing Agreement [or the any Interest Rate Swap [Swap][Cap] Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor or the Servicer of each of their its obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer Issuing Entity to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee or the Note Insurer to do so, so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Depositor, the Seller[, the Swap Counterparty] and Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] 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 Interest Rate Swap Agreement] Receivables Purchase Agreement to the extent and in the manner directed by the Indenture TrusteeTrustee or the Note Insurer, including the transmission of notices of default on the part of the Trust Depositor Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or the Receivables Purchase Agreement. (b) If an Event of Default has occurred and at any time when the Note Insurer is continuingnot the Controlling Party, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimile) of the Required Holders of not less than a majority of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Trust Depositor[, the Swap Counterparty] Seller or the Servicer under or in connection with the Sale and Servicing Agreement [or and the Interest Rate Swap Agreement], Receivables Purchase Agreement including the right or power to take any action to compel or secure performance or observance by the Trust Depositor 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 and the Receivables Purchase Agreement, as 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 [or the Securities Insurer] to do so, so and at the AdministratorMaster Servicer’s expense, the Issuer shall take all such lawful action as the Indenture Trustee [or the Securities Insurer] may request to compel or secure the performance and observance by the Trust DepositorTransferor, the Seller[, the Swap Counterparty] Servicer and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement, the Transfer and Sale Agreement [and the Interest Rate Swap Agreement] in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuer, under or in connection with the Sale and Servicing Agreement [and the Interest Rate Swap Agreement] to the extent and in the manner directed by the Indenture TrusteeTrustee [or the Securities Insurer], including the transmission of notices of default on the part of the Trust Depositor Transferor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Depositor Transferor, the Master Servicer or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and [at the direction of the Securities Insurer, and] at the direction (which direction shall be in writingwriting or by telephone, including facsimileconfirmed in writing promptly thereafter) of the Required Holders of 66-2/3% of the Notes Outstanding shall[, with the prior written consent of the Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing),] exercise all rights, remedies, powers, privileges and claims of the Issuer Issuer, as Securityholder, against the Trust Depositor[Transferor, the Swap Counterparty] Servicer or the Master Servicer under or in connection with the Sale and Servicing Agreement [or the Interest Rate Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Transferor, the Servicer 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 extension, or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense, the Issuer Issuing Entity shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Trust Seller, the Depositor, or the Seller[, the Swap Counterparty] and the ServicerTrust Administrator, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Sale Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement, the Transfer and Sale Agreement [and the 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 Issuing Entity under or in connection with the Sale Transfer and Servicing Agreement [and the 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 Trust Seller, the Depositor or the Servicer thereunder Trust Administrator, as applicable, under the Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Trust Seller, the Depositor or the Servicer Trust Administrator of each of their applicable obligations under the Sale Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing, including facsimilewriting or by telephone (confirmed in writing promptly thereafter)) of the Required Holders of a majority of the Outstanding Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Trust Depositor[, the Swap Counterparty] Depositor or the Servicer Trust Administrator under or in connection with the Sale Transfer and Servicing Agreement [or the Interest Rate Swap Seller under or in connection with the Mortgage Loan Purchase Agreement], including the right or power to take any action to compel or secure performance or observance by the Trust Depositor Seller or the Servicer Depositor, of each of their applicable obligations to the Issuer Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Transfer and Servicing Agreement, and any right of the Issuer Issuing Entity to take such action shall be suspended.