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, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator or 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, 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, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator or the 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 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 or by telephone (confirmed in writing promptly thereafter)) of the 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 Depositor, the Trust Administrator or the Master Servicer under or in connection with the Sale and Servicing Agreement or the 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 Seller, the Depositor or the 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, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator or 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, 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, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator or the 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 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 or by telephone (confirmed in writing promptly thereafter)) of the 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 Depositor, the Trust Administrator or the Master Servicer under or in connection with the Sale and Servicing Agreement or the 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 Seller, the Depositor or the 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, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, Seller of its obligations under the Depositor, the Trust Administrator or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Receivables Purchase Agreement and the Master Servicer of its obligations under the Sale and Servicing Agreement, Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer of each of their applicable obligations under the Mortgage Loan 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 writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Balance Amount of the Priority Controlling Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Receivables Purchase Agreement and the Sale and Servicing Agreement or the 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 Seller, the Depositor or the Master Servicer, as the case may be, of each of their applicable 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator or 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 Transfer and Servicing Agreement (and with respect to the Administrator only, the Administration Agreement) in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Transfer and Servicing Agreement (and the 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 Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)writing) of the Holders Noteholders of a majority 66-2/3% of the Outstanding Balance Amount of the Priority Class Outstanding Directing Notes shall, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement or (and the Seller under or in connection with the Mortgage Loan Purchase Administration Agreement), including the right or power to take any action to compel or secure performance or observance by the SellerDepositor, the Depositor Administrator or the Master Servicer, 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 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, the Issuer Issuing Entity shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, Depositor[,] [and] the Depositor, Servicer [and the Trust Administrator or the Master Servicer[Swap Counterparty][Cap Provider]], as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Servicing Agreement [and Sale and Servicing any Interest Rate [Swap][Cap] Agreement], in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity under or in connection with each such agreement to the Sale extent and Servicing Agreementin the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator or the Master Servicer of each of their applicable its obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of Noteholders holding not less than a majority Majority Interest of the Outstanding Balance of the Priority Class Notes voting as a single class, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Depositor, the Trust Administrator or Titling Trustee[, the Master [Swap Counterparty][Cap Provider]] and the Servicer under or in connection with the Sale and Servicing Agreement [or the Seller under or in connection with the Mortgage Loan Purchase any Interest Rate [Swap][Cap] Agreement], including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor or the Master Servicer, Servicer of each of their applicable 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 to do so, 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 Seller, the Depositor, Originator and the Trust Administrator or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Asset Purchase Agreement and Sale and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Asset Purchase Agreement and the Servicing AgreementAgreement 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 Seller, the Depositor, the Trust Administrator Originator or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Originator or the Master Servicer of each of their applicable obligations under the Mortgage Loan Asset Purchase Agreement and Sale 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66-2/3% of the Outstanding Balance Note Balances of the Priority Class Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the DepositorSeller, the Trust Administrator Originator or the Master Servicer under or in connection with the Sale Asset Purchase Agreement and the Servicing Agreement or the 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 Seller, the Depositor Originator or the Master Servicer, as the case may be, 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 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator Seller or 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 or by the Seller or the Company, as applicable, of each of their obligations under or in connection with the 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 AgreementAgreement 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 Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66Y% of the Outstanding Balance Amount of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement Agreement, or against the Company or the 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 Seller or the Servicer, or the Company or the Seller, as the Depositor or the Master Servicercase may be, 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 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. (a1) Promptly following a request from the Indenture Trustee to do so, 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 Selleran Originator, the Depositor, the Trust Administrator a Servicer or the Master a Back-Up Servicer, as applicable, of each of their its obligations to the Issuer Trust under or in connection with any applicable Securitization Agreement, Servicing Agreement or agreement with the Mortgage Loan Purchase Agreement and Sale and Servicing AgreementBack-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 such Securitization Agreement, Servicing Agreement or other agreement to the Sale extent and Servicing Agreementin the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the SellerOriginator, the Depositor, the Trust Administrator Servicer or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Back-Up Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerOriginator, the Depositor, the Trust Administrator Servicer or the Master Back-Up Servicer of each of their applicable obligations under the Mortgage Loan Purchase affected Securitization Agreement, Servicing Agreement and Sale and Servicing Agreementor 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 or by telephone (confirmed in writing promptly thereafter)writing) of the Holders Noteholders of a majority such Series upon an Extraordinary Resolution of the Outstanding Balance of the Priority Class Notes such Noteholders shall, subject to Section 12.3, exercise all rights, remedies, powers, privileges and claims of the Issuer Trust against the Depositor, the Trust Administrator Related Originator or the Master Related Servicer under or in connection with the Sale and Servicing Related Securitization Agreement or the Seller under or in connection with the Mortgage Loan Purchase Related Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Related Originator or the Master Servicer, Related Servicer of each of their applicable 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator Seller or 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 or the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing AgreementAgreement or the Receivables Purchase 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 Seller, the Depositor, the Trust Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of not less than a majority of the Outstanding Balance Amount of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement or and the Seller under or in connection with the Mortgage Loan Receivables Purchase Agreement, Agreement including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Seller or the Master Servicer, as the case may be, 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 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 Insurer to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator EFG or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase and Contribution Agreement, the Master Servicing Agreement and Sale and Servicing Agreement, the 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 AgreementAgreement and the other Transaction Documents to the extent and in the manner directed by the Indenture Trustee or the Insurer, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator EFG or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase and Contribution Agreement, the Master Servicing Agreement and Sale and Servicing Agreementor 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 or by telephone (confirmed in writing promptly thereafter)) written consent of the Holders Insurer or during the existence and continuation of a majority an Insurer Default the Noteholders of 66-2/3% of the Outstanding Balance of Class A-1 Note Principal Amount and the Priority Class Notes shallA-2 Note Principal Amount, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator or EFG and the Master Servicer under or in connection with the Sale Purchase and Contribution Agreement, the Master Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Agreementother Transaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor EFG or the Master Servicer, 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 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, Trust Depositor and the Depositor, the Trust Administrator or the Master Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale Pooling and Servicing AgreementAgreement 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 AgreementAgreement 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 Administrator Depositor or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Depositor or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)writing, including facsimile with an original thereof to follow) 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 Depositor, the Trust Administrator Depositor or the Master Servicer under or in connection with the Sale Pooling and Servicing Agreement or the 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 Seller, the Trust Depositor or the Master Servicer, 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 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator Seller or 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 or by the Seller or the Company, as applicable, of each of their obligations under or in connection with the 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 AgreementAgreement 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 Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66K% of the Outstanding Balance Amount of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement Agreement, or against the Company or the 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 Seller or the Servicer, or the Company or the Seller, as the Depositor or the Master Servicercase may be, 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 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 Insurer or the Indenture Trustee Trustee, with the consent of the Insurer to do so, 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 Seller, the Depositor, the Trust Administrator or Depositor and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing AgreementAgreement to the extent and in the manner directed by the Indenture Trustee or the Insurer, as applicable, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator Depositor or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Depositor 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 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 writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Insurer or the Holders of a majority of the Outstanding Balance of the Priority Class Notes Amount if there is an Insurer Default shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Depositor or the Master Servicer under or in connection with the Sale and Servicing Agreement or the 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 SellerDepositor, the Depositor or the Master Servicer, as the case may be, of each of their applicable 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 to do soso and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator Seller or 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 or by the Seller or the Servicer, as applicable, of each of their obligations under or in connection with the Receivables Purchase Agreement, or by any obligor under the Interest Rate Swap of its obligations under or in accordance with the Interest Rate Swap, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing AgreementAgreement and the Interest Rate Swap 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 Seller, the Depositor, the Trust Administrator Servicer or the Master Servicerany Interest Rate Swap obligor, 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 Administrator or the Master Servicer and any Interest Rate Swap obligor of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66 2/3% of the Outstanding Balance Amount of the Priority Class Notes Controlling Securities shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the DepositorSeller, the Trust Administrator Servicer or the Master Servicer any Interest Rate Swap obligor under or in connection with the Sale and Servicing Agreement or Interest Rate Swap, as applicable, or against the Seller under or in connection with the Mortgage Loan Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Seller or the 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, 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, Master Servicer and the Trust Administrator or the Master ServicerAdministrator, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale Agreement, the Master Servicing Agreement and Sale and Servicing Agreement, the 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 Agreement, the Master Servicing Agreement and Servicing Agreementthe 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 Seller, the Depositor, the Trust Administrator Master Servicer or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Administrator thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Master Servicer or the Master Servicer Administrator of each of their applicable obligations under the Mortgage Loan Purchase Sale Agreement, the Master Servicing Agreement and Sale and Servicing 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of a majority 66-2/3% of the Outstanding Balance Amount of the Priority Class Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the DepositorSeller, the Trust Administrator or the Master Servicer or the Administrator under or in connection with the Loan Sale and Agreement, the Master Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Master Servicer or the Master Servicer, Administrator of each of their applicable obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the 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 soso and at the 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 Seller, the Depositor, the Trust Administrator or Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale Agreement and the Sale and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing AgreementAgreement 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 Administrator or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of a majority of the Outstanding Balance of the Majority Highest Priority Class Notes Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator or the Master Servicer under or in connection with the Sale and Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Seller or the Master Servicer, Servicer of each of their applicable 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 [or the Note Insurer] to do soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, Depositor of each of their its obligations to the Issuer under or in connection with the Sale and Collection Agreement, or by the Seller of its obligations under or in connection with the Mortgage Loan Purchase Sale Agreement and Sale and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing AgreementCollection 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 Seller, the Depositor, the Trust Administrator Seller or [the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement ] thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Depositor or the Master Servicer Seller of each of their applicable obligations under the Sale and Collection Agreement or 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, [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 writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of a majority of the Outstanding Balance of the Majority Highest Priority Class Notes Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator or the Master Servicer Depositor under or in connection with the Sale and Servicing Agreement Collection Agreement, or against the Seller under or in connection with the Mortgage Loan Purchase Agreement, Sale Agreement including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor or the Master Servicer, Seller of each of their applicable 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 (at the direction of the Insurer) to do soso and at the 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 Seller, the Depositor, the Trust Administrator or Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transfer and Servicing Agreement and the Mortgage Loan Purchase Sale Agreement and Sale and Servicing Agreementin 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 AgreementAgreement and the 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 Seller, the Depositor, the Trust Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer of each of their applicable respective obligations under the Transfer and Servicing Agreement and the Mortgage Loan Purchase Agreement and Sale and Servicing 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66 2/3% of the Outstanding Balance Amount of the Priority Controlling Class Notes Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase AgreementOperative Agreements, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Depositor, the Servicers or the Master Servicer, Servicer of each of their applicable 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 soso 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 SellerTransferor, the Depositor, the Trust Administrator or 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 Mortgage Loan Purchase Agreement and Sale and Servicing Agreement, 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 AgreementAgreement and the Grantor Trust Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator Transferor or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerTransferor, the Depositor, the Trust Administrator Master Servicer or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of a majority 66-2/3% of the Notes Outstanding Balance shall, with the prior written consent of the Priority Class Notes shallSecurities Insurer, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuer, as Grantor Trust Holder, against the DepositorTransferor, the Trust Administrator Servicer or the Master Servicer under or in connection with the Sale and Servicing Agreement or and the Seller under or in connection with the Mortgage Loan Purchase Grantor Trust Agreement, including the right or power to take any action to compel or secure performance or observance by the SellerTransferor, the Depositor Servicer or the Master Servicer, as the case may be, of each of their applicable 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the DepositorAdministrator, the Trust Administrator or the Master ServicerServicer and any Subservicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale Agreement, the Master Servicing Agreement and Sale and Servicing Agreement, the 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 Agreement, the Master Servicing Agreement and Servicing Agreementthe 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 Seller, the Depositor, the Trust Administrator Master Servicer or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Administrator thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Master Servicer or the Master Servicer Administrator of each of their applicable obligations under the Mortgage Loan Purchase Sale Agreement, the Master Servicing Agreement and Sale and Servicing 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of a majority 66-2/3% of the Outstanding Balance Amount of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the DepositorSeller, the Trust Administrator or the Master Servicer or the Administrator under or in connection with the Loan Sale and Agreement, the Master Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Master Servicer or the Master Servicer, Administrator of each of their applicable obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator or 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 Sale and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Mortgage Loan Purchase Agreement and the Servicing AgreementAgreement 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 Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and Sale 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66-2/3% of the Outstanding Balance Security Balances of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Seller or the Master Servicer, as the case may be, 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 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator Seller or 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 or by the Seller or the Company, as applicable, of each of their obligations under or in connection with the 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 AgreementAgreement 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 Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66-2/3% of the Outstanding Balance Amount of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement Agreement, or against the Company or the 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 Seller or the Servicer, or the Company or the Seller, as the Depositor or the Master Servicercase may be, 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 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, 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 SellerOriginator, the Depositor, the Trust Administrator or the Master Servicer, the Subservicer, the Securities Administrator as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale Transfer and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Transfer and Servicing AgreementAgreement 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 Administrator or Originator, the Subservicer, the Securities Administrator, the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by either Seller, the SellerOriginator, the Depositor, the Trust Administrator or Subservicer, the Securities Administrator, the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of Noteholders evidencing a majority of the Outstanding Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against either Seller the Depositor, the Trust Administrator or Originator, the Master Servicer Servicer, the Subservicer, the Securities Administrator under or in connection with the Sale Transfer and Servicing Agreement or the 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 either Seller, the Depositor Depositor, the Subservicer, the Securities Administrator or the 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, 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 Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, Manager of each of their its obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale and Servicing Management Services Agreement, by any of the Diversified Parties of their obligations under or in connection with the Transfer Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Management Services Agreement or the Transfer Agreement to the extent and Servicing Agreementin 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 SellerManager thereunder, claims for indemnification by the Depositor, Issuer against any of the Trust Administrator or Diversified Parties the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Transfer Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator or the Master Servicer Manager of each of their applicable its obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of a majority of the Outstanding Balance of the Priority Class Notes Majority Noteholders, shall, (subject to the terms hereof) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator or the Master Servicer Manager under or in connection with the Sale and Servicing Agreement or Management Services Agreement, against any of the Seller Diversified Parties under or in connection with the Mortgage Loan Purchase Transfer Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor or the Master ServicerManager, of each of their applicable 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 soso 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 Seller, the Depositor, the Trust Administrator Depositor or the Master Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity [and the Grantor Trust] under or in connection with the Mortgage Loan Purchase Agreement and 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, [or by any obligor under any Interest Rate Swap of its obligations under or in accordance with 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 AgreementAgreement [and such Interest Rate Swap][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 Seller, the Depositor, the Trust Administrator Depositor or the Master Servicer, as applicable, under Servicer thereunder [or the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement 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 Seller, the Depositor, the Trust Administrator Depositor or the Master Servicer [and the Interest Rate Swap obligor][and the Interest Rate Cap obligor] of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of a majority 66 2/3% of the Outstanding Balance Amount of the Priority Class Notes Controlling Securities shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity [and the Grantor Trust] against the Depositor, the Trust Administrator Depositor or the Master Servicer [or the Interest Rate Swap][or the Interest Rate Cap] under or in connection with the Sale and Servicing Agreement [or the Seller Interest Rate Swap][or the Interest Rate Cap], or against the Depositor under or in connection with the Mortgage Loan Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor or the Master Servicer, of each of their applicable 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator Seller or 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 or by the Seller or the Company, as applicable, of each of their obligations under or in connection with the 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 AgreementAgreement 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 Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66% of the Outstanding Balance Amount of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement Agreement, or against the Company or the 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 Seller or the Servicer, or the Company or the Seller, as the Depositor or the Master Servicercase may be, 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 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 to do soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator or 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 Transfer and Servicing Agreement (and with respect to the Administrator only, the Administration Agreement) in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Transfer and Servicing Agreement (and the 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 Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)writing) of the Holders Noteholders of a majority 66-2/3% of the Outstanding Balance Amount of the Priority Class Outstanding Notes shall, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the DepositorSeller, the Trust Administrator or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement or (and the Seller under or in connection with the Mortgage Loan Purchase Administration Agreement), including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Administrator or the Master Servicer, Servicer of each of their applicable 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 soso and at the 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 Seller, the Depositor, the Trust Administrator or Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transfer and Servicing Agreement and the Mortgage Loan Purchase Sale Agreement and Sale and Servicing Agreementin 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 AgreementAgreement and the 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 Seller, the Depositor, the Trust Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer of each of their applicable respective obligations under the Transfer and Servicing Agreement and the Mortgage Loan Purchase Agreement and Sale and Servicing 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66 2/3% of the Outstanding Balance Amount of the Priority Controlling Class Notes Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase AgreementOperative Agreements, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Depositor, the Servicers or the Master Servicer, Servicer of each of their applicable 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 [or the Securities Insurer] to do soso and at the Master 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 SellerTransferor, the Depositor, the Trust Administrator or Servicer and the Master Servicer, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity, under or in connection with the Sale and Servicing AgreementAgreement to the extent and in the manner directed by the Indenture Trustee [or the Securities Insurer], including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator Transferor or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerTransferor, the Depositor, the Trust Administrator Master Servicer 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 mayshall, and [at the direction of the Securities Insurer, and] at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of a majority 66-2/3% of the Notes Outstanding Balance shall[, with the prior written consent of the Priority Class Notes shall, Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing),] exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity, as Securityholder, against the DepositorTransferor, the Trust Administrator Servicer or the Master Servicer under or in connection with the Sale and Servicing Agreement or the 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 SellerTransferor, the Depositor Servicer or the Master Servicer, as the case may be, of each of their applicable 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, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator or 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 Transfer and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Transfer and Servicing AgreementAgreement 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 Administrator or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale 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 Administrator or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)) of the 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 Depositor, the Trust Administrator or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement or the 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 Seller, the Depositor or the 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 soso and at the 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 Seller, the Depositor, the Trust Administrator or Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale Agreement and Sale and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Servicing Agreement to the extent and Servicing Agreementin the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase 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 writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of a majority Majority of the Outstanding Balance of the Priority Class Notes Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator or the Master Servicer under or in connection with the Sale and Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Seller or the Master Servicer, Servicer of each of their applicable 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 soso and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator Depositor or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale Agreement and Sale Transfer and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Transfer and Servicing AgreementAgreement 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 Administrator Depositor or the Master Servicer, as applicable, Servicer under the Mortgage Loan Purchase Sale Agreement and Sale 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 Administrator Depositor or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Sale Agreement and Sale 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 or by telephone (confirmed in writing promptly thereafter)) of the 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 Depositor, the Trust Administrator Depositor or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor or the 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, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, Transferor and the Depositor, the Trust Administrator or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement Program Operating Lease and Sale and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with each such agreement to the Sale extent and Servicing Agreementin the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator or the Master Servicer of each of their applicable its obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of Senior Noteholders holding not less than a majority of the Outstanding Balance of the Priority Class Notes Amount, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the DepositorTransferor, the Trust Administrator or Vehicle Trustee and the Master Servicer under or in connection with the Sale and Program Operating Lease, the Servicing Agreement or and the Seller under or in connection with the Mortgage Loan Purchase AgreementAdministration Supplement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor or the Master Servicer, Servicer of each of their applicable 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, Seller and the Depositor, the Trust Administrator or 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 AgreementAgreement or to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement (or the Seller under or in connection with the Purchase Agreement) to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)writing) of the Holders of a majority not less than 66-2/3% of the Outstanding Balance Amount of the Priority Class Indenture Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement or the 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 Seller, the Depositor Seller or the Master Servicer, 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. (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 written direction from (a) the Credit Enhancer or (b) the Indenture Trustee to do sowith the written 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 Seller, Seller and the Depositor, the Trust Administrator or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Home Equity Loan Purchase Agreement and Sale and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Home Equity Loan Purchase Agreement and the Servicing AgreementAgreement 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 Seller, the Depositor, the Trust Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer of each of their applicable obligations under the Mortgage Home Equity Loan Purchase Agreement and Sale 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66-2/3% of the Outstanding Balance Security Balances of the Priority Class Notes Notes, with the consent of the Credit Enhancer shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement or the Seller under or in connection with the Mortgage Home Equity Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Seller or the Master Servicer, as the case may be, 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 Home Equity Loan Purchase Agreement and the Servicing Agreement, as the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Equity Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee or the Subordinate Note Insurer to do soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the DepositorServicer, the Trust Administrator or and the Master ServicerSwap Counterparty, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale and Agreement, the Servicing Agreement, the Administration Agreement and the Swap 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 Agreement, the Servicing Agreement and Servicing Agreementthe Administration Agreement to the extent and in the manner directed by the Indenture Trustee or the Subordinate Note Insurer, including the transmission of notices of default on the part of the Seller, the DepositorServicer, the Trust Administrator or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Swap Counterparty thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the DepositorServicer, the Trust Administrator or the Master Servicer Swap Counterparty of each of their applicable obligations under the Mortgage Loan Purchase Sale Agreement, the Servicing Agreement, the Administration Agreement and Sale and Servicing 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 writing or by telephone (confirmed in writing promptly thereafter)) of, if the Senior Notes are Outstanding, the Noteholders of the Holders of a majority 66-2/3% of the Outstanding Balance Amount of the Priority Class 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 DepositorSeller, the Trust Servicer, the Administrator or the Master Servicer Swap Counterparty under or in connection with the Loan Sale and Agreement, the Servicing Agreement, the Administration Agreement or the Seller under or in connection with the Mortgage Loan Purchase Swap Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Servicer, the Administrator or the Master Servicer, Swap Counterparty of each of their applicable 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 soso and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, Trust Depositor and the Depositor, the Trust Administrator or the Master Servicer, Servicer as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale Pooling and Servicing AgreementAgreement 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 AgreementAgreement 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 Administrator Depositor or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Depositor or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)writing, including facsimile with an original thereof to follow) 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 Depositor, the Trust Administrator Depositor or the Master Servicer under or in connection with the Sale Pooling and Servicing Agreement or the 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 Seller, the Trust Depositor or the Master Servicer, 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 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator Seller or 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 or by the Seller or the Company, as applicable, of each of their obligations under or in connection with the 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 AgreementAgreement 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 Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66% of the Outstanding Balance Amount of the Priority Controlling Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement Agreement, or against the Company or the 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 Seller or the Servicer, or the Company or the Seller, as the Depositor or the Master Servicercase may be, 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 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 [or the Securities Insurer] to do soso and at the Master 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 SellerTransferor, the Depositor, the Trust Administrator or Servicer and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuer, under or in connection with the Sale and Servicing AgreementAgreement to the extent and in the manner directed by the Indenture Trustee [or the Securities Insurer], including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator Transferor or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerTransferor, the Depositor, the Trust Administrator Master Servicer 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 mayshall, and [at the direction of the Securities Insurer, and] at the direction (which direction shall be in writing or by telephone (telephone, confirmed in writing promptly thereafter)) of the Holders of a majority 66-2/3% of the Notes Outstanding Balance shall[, with the prior written consent of the Priority Class Notes shall, Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing),] exercise all rights, remedies, powers, privileges and claims of the Issuer Issuer, as Securityholder, against the DepositorTransferor, the Trust Administrator Servicer or the Master Servicer under or in connection with the Sale and Servicing Agreement or the 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 SellerTransferor, the Depositor Servicer or the Master Servicer, as the case may be, of each of their applicable 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 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 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 Paragon and the Seller, the Depositor, the Trust Administrator or the Master Servicer, as applicable, of each of their obligations to the Seller or the Issuer under or in connection with the Mortgage Loan Purchase Agreement and Sale and Servicing AgreementAgreement 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 AgreementAgreement to the extent and in the manner directed by the Trustee, including the transmission of notices of default on the part of the Seller, the Depositor, the Trust Administrator Paragon or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Paragon 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 shall upon the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)writing) of the Note Insurer or, if an Insurer Default has occurred and is continuing, the Holders of a majority of the Outstanding Balance of the Priority Class Notes shallNote Majority, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Paragon or the Master Servicer under or in connection with the Sale and Servicing Agreement or the 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 Seller, the Depositor Paragon or the Master Servicer, Servicer of each of their applicable 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, the Issuer Issuing Entity shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, or the Trust Administrator or the Master ServicerAdministrator, as applicable, of each of their obligations to the Issuer Issuing Entity under or in connection with the Mortgage Loan Purchase Agreement and Sale Transfer and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity under or in connection with the Sale Transfer and Servicing AgreementAgreement 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, Depositor or the Trust Administrator or the Master ServicerAdministrator, as applicable, under the Mortgage Loan Purchase Agreement and Sale Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, Depositor or the Trust Administrator or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and 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 or by telephone (confirmed in writing promptly thereafter)) of the 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 Depositor, Depositor or the Trust Administrator or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement or the 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 Seller, the Depositor Seller or the Master ServicerDepositor, 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.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, Depositor the Trust Administrator or Servicer and the Master ServicerAdministrator, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale Agreement, the Transfer Agreement, the Servicing Agreement and Sale and Servicing Agreement, the 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 Agreement, the Servicing Agreement and Servicing Agreementthe 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 Seller, the Depositor, the Trust Administrator Servicer or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Administrator thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Servicer or the Master Servicer Administrator of each of their applicable obligations under the Mortgage Loan Purchase Sale Agreement, the Servicing Agreement and Sale and Servicing 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders Noteholders of a majority 66-2/3% of the Outstanding Balance Amount of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Depositor, the Trust Administrator Servicer or the Master Servicer Administrator under or in connection with the Loan Sale and Agreement, the Transfer Agreement, the Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Depositor, the Servicer or the Master Servicer, Administrator of each of their applicable obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the 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. (a) Promptly following a request from the Indenture Trustee to do soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator or 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 Sale and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Mortgage Loan Purchase Agreement and the Servicing AgreementAgreement 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 Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and Sale 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority 66-2/3% of the Outstanding Balance Security Balances of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Seller or the Master Servicer, as the case may be, 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 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 soso and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator Depositor or the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Mortgage Loan Purchase Sale Agreement and Sale Transfer and Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Transfer and Servicing AgreementAgreement 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 Administrator Depositor or the Master Servicer, as applicable, Servicer under the Mortgage Loan Purchase Sale Agreement and Sale 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 Administrator Depositor or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Sale Agreement and 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 or by telephone (confirmed in writing promptly thereafter)) of the 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 Depositor, the Trust Administrator Depositor or the Master Servicer under or in connection with the Sale Transfer and Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Sale Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor or the 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 soso and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Depositor, the Trust Administrator or 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 Sale and the Servicing Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Mortgage Loan Purchase Agreement and the Servicing AgreementAgreement 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 Administrator Seller or the Master Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Sale and Servicing Agreement Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Trust Administrator Seller or the Master Servicer of each of their applicable obligations under the Mortgage Loan Purchase Agreement and Sale 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 or by telephone (confirmed in writing promptly thereafter)) of the Holders of a majority ______% of the Outstanding Balance Security Balances of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Trust Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement or the Seller under or in connection with the Mortgage Loan Purchase Agreement and the Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor Seller or the Master Servicer, as the case may be, 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 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.