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

Performance and Enforcement of Certain Obligations. (a) The Issuer agrees to take all such lawful action as is necessary and desirable to compel or secure the performance and observance by the Seller, the Parent and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction Documents, including the transmission of notices of default on the part of the Seller, the Parent or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Seller, the Parent or the Servicer of each of their obligations under the Transaction Documents. (b) If an Event of Default has occurred and is continuing, the Trustee may, and, at the direction (which direction shall be in writing) of the Required Noteholders shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent or the Servicer under or in connection with the Transaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller, the Parent or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a request from the Trustee to do so, the Issuer agrees to shall take all such lawful action as is necessary and desirable the Trustee at the direction of the Majority Noteholders may request to compel or secure the performance and observance by the Seller, the Parent Trust Depositor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereofDocuments, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction DocumentsDocuments to the extent and in the manner directed by the Trustee, including the transmission of notices of default on the part of to the Seller, the Parent Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the Seller, the Parent Trust Depositor or the Servicer of each of their obligations under the Transaction Documents. (b) If an Event of a Servicer Default has occurred and is continuing, the Trustee may, andTrustee, at the direction (which direction shall be in writing) of the Required Noteholders shallMajority Noteholders, subject to Section 10.2(b), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent or the Servicer under or in connection with the Transaction DocumentsSale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the SellerServicer, the Parent or the Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction DocumentsSale and Servicing Agreement, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) The Issuer agrees to take all such lawful action as is necessary and desirable to compel or secure the performance and observance by the Seller, the Parent Seller and the ServicerParent, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction Documents, including the transmission of notices of default on the part of the Seller, Seller or the Parent or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Seller, Seller or the Parent or the Servicer of each of their obligations under the Transaction Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Required Noteholders shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, Seller or the Parent or the Servicer under or in connection with the Transaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller, Seller or the Parent or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Issuer agrees to take all such lawful action as is necessary and desirable to compel or secure the performance and observance by the Seller, the Parent and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction Documents, including the transmission of notices of default on the part of the Seller, the Parent or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Seller, the Parent or the Servicer of each of their obligations under the Transaction Documents. (b) If an Event of Default has occurred and is continuing, the Required Noteholders or the Trustee may, and, at the direction (which direction shall be in writing) of the Required Noteholders Noteholders, the Trustee shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent or the Servicer under or in connection with the Transaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller, the Parent or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a written request from the Trustee to do so and at the Servicer's expense, the Issuer agrees to take all such lawful action as is necessary and desirable the Trustee may request to compel or secure the performance and observance by the SellerDepositor, the Parent Sponsor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents Sale and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction DocumentsSale and Servicing Agreement 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 Parent Depositor or the Servicer thereunder and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the Seller, the Parent Depositor or the Servicer of each of their obligations under the Transaction DocumentsSale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Trustee may, and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Required Noteholders Holders of 66-2/3% of the Outstanding Amount of the Notes shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent Depositor or the Servicer under or in connection with the Transaction DocumentsSale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Parent Depositor or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction DocumentsSale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a request from the Trustee to do so, the Issuer agrees to shall take all such lawful action as is necessary and desirable the Trustee may request to compel or secure the performance and observance by the Seller, the Parent Trust Depositor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereofDocuments, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction DocumentsDocuments 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 Parent Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the Seller, the Parent Trust Depositor or the Servicer of each of their obligations under the Transaction Documents. (b) If an Event of a Servicer Default has occurred and is continuing, the Trustee may, andTrustee, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Required Majority Noteholders shall, subject to Section 10.2(b), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent or the Servicer under or in connection with the Transaction DocumentsSale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the SellerServicer, the Parent or the Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction DocumentsSale and Servicing Agreement, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a request from the Trustee to do so, the Issuer agrees to shall take all such lawful action as is necessary and desirable the Trustee may request to compel or secure the performance and observance by the Seller, the Parent Originator and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereofDocuments, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction DocumentsDocuments to the extent and in the manner directed by the Trustee, including the transmission of notices of default on to the part of the Seller, the Parent Originator or the Servicer thereunder and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the Seller, the Parent Originator or the Servicer of each of their obligations under the Transaction Documents. (b) If an Event of a Servicer Default has occurred and is continuing, the Trustee may, andTrustee, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Required Noteholders shallMajority Noteholders, subject to Section 10.2(b), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent or the Servicer under or in connection with the Transaction DocumentsSale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the SellerServicer, the Parent or the Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction DocumentsSale and Servicing Agreement, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a1) The Issuer agrees to take all such lawful action as is necessary and desirable to compel or secure the performance and observance by the Seller, the Parent Seller and the ServicerParent, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction Documents, including the transmission of notices of default on the part of the Seller, Seller or the Parent or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Seller, Seller or the Parent or the Servicer of each of their obligations under the Transaction Documents. (b2) 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 Required Noteholders shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, Seller or the Parent or the Servicer under or in connection with the Transaction 4131-7662-3437 Documents, including the right or power to take any action to compel or secure performance or observance by the Seller, Seller or the Parent or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a request from the Trustee to do so (after the occurrence of an Event of Default as otherwise required under this Article V or upon the direction of the Servicer, as applicable) and at the Issuer's expense, the Issuer agrees to shall take all such lawful action as is necessary and desirable the Trustee may request to compel or secure the performance and observance by the Seller, the Parent Paragon and the Servicer, as applicable, of each of their obligations to the Seller or the Issuer under or in connection with the Transaction Documents Sale and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction DocumentsSale and Servicing Agreement 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 Parent Paragon or the Servicer thereunder and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the Seller, the Parent Paragon or the Servicer of each of their obligations under the Transaction DocumentsSale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Trustee may, and, and at the direction (which direction shall be in writing) of the Required Noteholders Holders of the Note Majority shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent Paragon or the Servicer under or in connection with the Transaction DocumentsSale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Parent Paragon or the Servicer of each of their obligations to the Issuer Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction DocumentsSale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a request from the Indenture Trustee, and at the Administrator’s expense, the Issuer agrees to shall take all such lawful action as is necessary and desirable the Indenture Trustee may request to compel or secure the performance and observance by the SellerDepositor, the Parent Sellers, the Administrator and the ServicerServicers, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Basic Documents in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction Basic Documents, including the transmission of notices of default on the part of the Seller, the Parent or the Servicer thereunder and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the SellerDepositor, the Parent Sellers, the Administrator or the Servicer Servicers of each of their obligations under the Transaction Basic Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, shall at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Required Noteholders shallInterested Noteholders, subject to Section 10.2(b)representing not less than 66.67% of the Outstanding Amount of the applicable Classes of Notes, exercise all rights, remedies, powers, privileges and claims of the Issuer against the SellerDepositor, the Parent Sellers, the Administrator, the Servicers or the Servicer Guarantee Agency under or in connection with the Transaction Basic Documents, including the right or power to take any action to compel or secure performance or observance by the SellerDepositor, the Parent or Sellers, the Servicer Administrator and the Servicers of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, Basic Documents and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Issuer agrees to take all such lawful action as is necessary and desirable to compel or secure the performance and observance by the Seller, the Parent and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction Documents, including the transmission of notices of default on the part of the Seller, the Parent or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Seller, the Parent or the Servicer of each of their obligations under the Transaction Documents. (b) If an Event of Default has occurred and is continuing, the Trustee may, and, . at the direction (which direction shall be in writing) of the Required Noteholders shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent or the Servicer under or in connection with the Transaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller, the Parent or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a request from the Indenture Trustee to do so, the Issuer agrees to shall take all such lawful action as is necessary and desirable the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Parent and the Servicer, as applicable, Servicer of each of their its obligations to the Issuer under or in connection with the Transaction Documents Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with each such agreement to the Transaction Documentsextent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Parent or the Servicer thereunder and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the Seller, the Parent or the Servicer of each of their its obligations under the Transaction DocumentsServicing Agreement. (b) If an Event of Indenture Default has occurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writing) of Noteholders holding not less than a majority of the Required Noteholders Outstanding Amount, shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent Vehicle Trustee or the Servicer under or in connection with the Transaction DocumentsServicing Agreement or the Servicing Supplement, as applicable, including the right or power to take any action to compel or secure performance or observance by the Seller, the Parent or the Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction DocumentsServicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer agrees to shall take all such lawful action as is necessary and desirable the Indenture Trustee may request to compel or secure the performance and observance by the Seller, Depositor or the Parent and the Master Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereofTransfer 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 Transaction DocumentsTransfer 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 Parent Depositor or the Master Servicer thereunder under the Transfer and Servicing Agreement and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the Seller, the Parent Depositor or the Master Servicer of each of their obligations under the Transaction DocumentsTransfer and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Required Noteholders Holders of 51% of the Outstanding Amount of the Notes shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent Depositor or the Master Servicer under or in connection with the Transaction DocumentsTransfer and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Parent Depositor or the Servicer Master Servicer, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction DocumentsTransfer and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a request from the Indenture Trustee to do so, the Issuer agrees to shall take all such lawful action as is necessary and desirable the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Parent and the Servicer, as applicable, Company of each of their its obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereofTrust Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction DocumentsTrust 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 Parent or the Servicer Company thereunder and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the Seller, the Parent or the Servicer Company of each of their its obligations under the Transaction DocumentsTrust Agreement. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, and at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Required Noteholders Holders of 66-2/3% of the Outstanding Amount of the Notes shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent or the Servicer Company under or in connection with the Transaction DocumentsTrust Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Parent or the Servicer Company of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, Trust Agreement and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a request from the Trustee to do so, the Issuer agrees to shall take all such lawful action as is necessary and desirable the Trustee may request to compel or secure the performance and observance by the Seller, the Parent Trust Depositor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereofDocuments, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction DocumentsDocuments 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 Parent Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the Seller, the Parent Trust Depositor or the Servicer of each of their obligations under the Transaction Documents. (b) If an Event of a Servicer Default has occurred and is continuing, the Trustee may, andTrustee, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Required Majority Noteholders shall, subject to Section 10.2(b), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent or the Servicer under or in connection with the Transaction DocumentsSale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the SellerServicer, the Parent or the Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction DocumentsSale and Servicing Agreement, and any right of the Issuer to take such action shall not be suspended.. Table of Contents

Performance and Enforcement of Certain Obligations. (ai) The Issuer agrees to take all such lawful action as is necessary and desirable to compel or secure the performance and observance by the Seller, the Parent Seller and the ServicerParent, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction Documents, including the transmission of notices of default on the part of the Seller, Seller or the Parent or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Seller, Seller or the Parent or the Servicer of each of their obligations under the Transaction Documents. (bii) 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 Required Noteholders shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the 72 4147-9029-0755.4 Issuer against the Seller, Seller or the Parent or the Servicer under or in connection with the Transaction Documents, including the right or power to take any action to compel or secure performance or observance by the Seller, Seller or the Parent or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a written request from the Trustee to do so and at the Servicer's expense, the Issuer agrees to take all such lawful action as is necessary and desirable the Trustee may request to compel or secure the performance and observance by the Seller, the Parent Sponsor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents Sale and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction DocumentsSale and Servicing Agreement 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 Parent Seller or the Servicer thereunder and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the Seller, the Parent Seller or the Servicer of each of their obligations under the Transaction DocumentsSale and Servicing Agreement. (b) If an Event of Default has occurred and is continuing, the Trustee may, and, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Required Noteholders Holders of 66-2/3% of the Outstanding Amount of the Notes shall, subject to Section 10.2(b), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent Seller or the Servicer under or in connection with the Transaction DocumentsSale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Parent Seller or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction DocumentsSale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) The Promptly following a request from the Trustee to do so, the Issuer agrees to shall take all such lawful action as is necessary and desirable the Trustee may request to compel or secure the performance and observance by the SellerOriginator, the Parent Trust Depositor and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereofDocuments, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction DocumentsDocuments to the extent and in the manner directed by the Trustee, including the transmission of notices of default on to the part of the SellerOriginator, the Parent Trust Depositor or the Servicer thereunder and the institution of legal or administrative actions or Proceedings proceedings to compel or secure performance by the SellerOriginator, the Parent Trust Depositor or the Servicer of each of their obligations under the Transaction Documents. (b) If an Event of a Servicer Default has occurred and is continuing, the Trustee may, andTrustee, at the direction (which direction shall be in writingwriting or by telephone (confirmed in writing promptly thereafter)) of the Required Noteholders shallMajority Noteholders, subject to Section 10.2(b), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Parent or the Servicer under or in connection with the Transaction DocumentsSale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the SellerServicer, the Parent or the Servicer of each of their its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction DocumentsSale and Servicing Agreement, and any right of the Issuer to take such action shall not be suspended.