Common use of Prior Notice to Certificateholder with Respect to Certain Matters Clause in Contracts

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or such shorter notice acceptable to the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless (i) at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action (provided, that the Certificateholder may waive or shorten the notice period required under this clause (i) in its sole discretion) and (ii) the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th day (or such shorter notice acceptable to the Certificateholder) within 30 days after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, SUBI Transfer Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless (i) at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action (provided that the Certificateholder may waive or shorten the notice period required under this clause (i) in its sole discretion) and (ii) the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th 30th day (or such shorter notice period acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, SUBI Transfer Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative directionaction: (a) the initiation of any claim or lawsuit on behalf of the Owner Trust (except claims or lawsuits brought to collect on the Series Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on the Series Certificate); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests interest of the Certificateholder; (cd) the amendment, change or modification of the Sale Deposit and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect amendment where the interests consent of the CertificateholderCertificateholder is not required under the terms of the Deposit and Administration Agreement; or (de) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or this Agreement, as applicableCertificate Registrar within five Business Days thereof.

Prior Notice to Certificateholder with Respect to Certain Matters. With Subject to the provisions and limitation of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action, the Indenture Trustee shall have consented to such action in the event any Notes are outstanding and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the such Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Contracts) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Contracts); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (bd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interests interest of the CertificateholderOwner; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the CertificateholderOwner; or (df) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar or the Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this the Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to Neither the Owner Trustee, the Co-Owner Trustee nor the Trust Eligible Lender Trustee shall take any of the following mattersactions, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, shall have notified the other Trustees and the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee or the Co-Owner Trustee, as the case may be, in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the such Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and unless such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder, the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee; or (db) the appointment pursuant to amendment, change or modification of the Indenture Administration Agreement, unless such amendment would not materially adversely affect the interests of a successor Indenture the Certificateholder, the Owner Trustee, the Co-Owner Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicableTrust Eligible Lender Trustee.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, SUBI Transfer Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or or, the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 thirty (30) days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder and the Note Insurer in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act or unless such amendment would not materially and adversely affect the interests of the Certificateholder); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests interest of the Certificateholder;; or (cd) except pursuant to Section 13.1 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) . The Owner Trustee shall notify the Certificateholder in writing of any appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee Trust Collateral Agent within five Business Days after receipt of its obligations under the Indenture or this Agreement, as applicablenotice thereof.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or such shorter notice acceptable to the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;; 7 Amended & Restated Trust Agreement (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless (i) at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action (provided that the Certificateholder may waive the notice period required under this clause (i) in its sole discretion) and (ii) the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, SUBI Transfer Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to Neither the Delaware Trustee, the Co-Owner Trustee nor the Co-Owner Eligible Lender Trustee shall take any of the following mattersactions, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Delaware Trustee, the Co-Owner Trustee or the Co-Owner Eligible Lender Trustee, as the case may be, shall have notified the other Trustees and the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Delaware Trustee or the Co-Owner Trustee Trustee, as the case may be, in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the such Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and unless such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder, the Delaware Trustee, the Co-Owner Trustee or the Co-Owner Eligible Lender Trustee; or (db) the appointment pursuant to amendment, change or modification of the Indenture Administration Agreement, unless such amendment would not materially adversely affect the interests of a successor Indenture the Certificateholder, the Delaware Trustee, the Co-Owner Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicableCo-Owner Eligible Lender Trustee.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the such Certificateholder has have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (bd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests interest of the Certificateholder; orand (de) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or the Indenture Trustee Certificate Paying Agent of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With Subject to the provisions and limitation of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless unless, at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder Certificateholders in writing of the proposed action, the Indenture Trustee shall have consented to such action in the event any Notes are outstanding and the Certificateholder Certificateholders shall not have notified the Owner Trustee in writing prior to the 10th thirtieth (30th) day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder such Certificateholders has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (bd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interests interest of the Certificateholderany Owner; (ce) the amendment, change or modification of the Sale Transfer and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Certificateholderany Owner; or (df) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar or the Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this the Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 thirty (30) days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder [and the Note Insurer] in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Certificateholder); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests interest of the Certificateholder;; or (cd) except pursuant to Section 13.1 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) . The Owner Trustee shall notify the Certificateholder in writing of any appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee Trust Collateral Agent within five Business Days after receipt of its obligations under the Indenture or this Agreement, as applicablenotice thereof.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, unless the Indenture, the Sale Agreement or the Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action action, on behalf of the Issuer or as Owner Trustee, unless at least 10 days before the taking of such action (or such shorter if 10 days’ advance notice acceptable to the Certificateholderis impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, Agreement or the Administration Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or such shorter notice acceptable to the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder Holder shall not have notified the Owner Trustee in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder Holder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (other than an action to collect on a Receivable) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable); (b) the election by the Trust to file an amendment to the Certificate of Trust; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (bd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests interest of the Certificateholder; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (df) the appointment pursuant to the Indenture of a successor Indenture Note Registrar, Paying Agent or Trustee or the appointment pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Trustee or Certificate Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (other than an action to collect on a Receivable) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable); (b) the election by the Trust to file an amendment to the Certificate of Trust; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (bd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests interest of the Certificateholder; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (df) the appointment pursuant to the Indenture of a successor Indenture Note Registrar, Paying Agent or Trustee or the appointment pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Trustee or Certificate Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or such shorter notice acceptable to the Certificateholder)action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th 30th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, SUBI Transfer Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Depositor shall not direct the Owner Trustee to take any action, unless at least 10 ten (10) days before the taking of such action (or such shorter notice acceptable to the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th tenth (10th) day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;; 8 Amended and Restated Trust Agreement (PFAST 20[ ]-[ ]) (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or such shorter notice acceptable to the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Agreement, the Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or such shorter notice notiee acceptable to the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: (a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (c) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.