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

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall have notified the Owner Trustee in writing that 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 such amendment materially adversely affects the interests of the Certificateholders; (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 Certificateholders; 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 Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least thirty (30) days and within 10 not more than forty-five (45) days before the taking of such notice action, and (or such shorter time as specified in such noticeii) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have 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 or an action by the Indenture Trustee pursuant to the Indenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture); (b) except as may be required under the Statutory Trust Act, the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B; (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 Certificateholders; (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 Certificateholders; 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 Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless unless, at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders 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 the Receivables) 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 Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B (unless such amendment is required to be filed under the Statutory Trust Act); (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 Certificateholders; (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 Certificateholders; or (de) the appointment pursuant to amendment, change or modification of 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 Administration Agreement, as applicableexcept to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless (i) at least 10 thirty (30) days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders Certificateholders, the Administrator and the Depositor (who shall promptly forward such notice to the Rating Agencies) in writing of the proposed action and within 10 days (ii) the Holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has the Holders have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the Receivables); (ii) 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); (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (biv) 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 Certificateholders; (cv) the amendment, change or modification of the Sale and Servicing Agreement, 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 adversely affect the interests of the Certificateholders; or (dvi) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar Registrar, Paying Agent for the Notes or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 thirty (30) days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer 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 Certificateholders; (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 adversely affect the interests of the Certificateholders; or (df) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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 Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless unless, at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, such shorter period as much advance notice as is practicableshall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice the Certificateholders shall not have notified the Trustee in writing prior to the 30th day (or such agreed upon shorter time as specified in period) after such notice) none of the Certificateholders shall have notified the Owner Trustee in writing notice is given that such Certificateholder has Certificateholders have withheld consent or shall not have provided alternative direction: (a) the amendment initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Indenture by a supplemental indenture in circumstances where Receivables) and the consent compromise of any Noteholder is requiredaction, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Receivables); (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 interest of the Certificateholders; (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 manner, or add any provision, that would not materially adversely affect the interests of the Certificateholders; or (d) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or pursuant to this Agreement of a successor Certificate Registrar (other than the Trustee), or the consent to the assignment by the Note Registrar Registrar, Paying Agent or the Indenture Trustee or Certificate Registrar (other than to the Trustee) of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless unless, at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of the Certificateholders prior to the 30th day after such notice (or such shorter time as specified in such notice) none of the Certificateholders is given shall not have notified the Owner Trustee in writing that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust, a form of which is attached hereto as Exhibit B (unless such amendment is required to be filed under the Statutory Trust Act); (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 would materially adversely affects affect the interests of the Certificateholders; (cd) 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 adversely affect the interests of the Certificateholders; or (de) 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 Registrar, Paying Agent or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), i) the Owner Trustee shall have notified the Certificateholders in writing (with a copy to the Depositor) of the proposed action and within 10 at least ten (10) days of such notice (or such shorter time period as specified in is acceptable to the Certificateholders) before the taking of such noticeaction, and (ii) none of the Majority Certificateholders shall not have notified the Owner Trustee in writing prior to the 10th day (or such shorter period acceptable to the Majority Certificateholders) after such notice is given that such Certificateholder has Majority Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (other than an action by the Indenture Trustee or an action to collect on a Receivable) and the compromise of any material action, proceeding, investigation, claim or lawsuit brought by or against the Trust (other than an action by the Indenture Trustee or an action to collect on a Receivable); (b) except as may be required under the Statutory Trust Act, the election by the Trust to file an amendment to the Certificate of Trust filed with the Delaware Secretary of State; (c) 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 Certificateholders; (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 Certificateholders; or (d) the appointment pursuant to the Indenture or the Administration Agreement, as applicable, of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee Trustee, or pursuant to this Agreement, of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar or Registrar, Paying Agent for the Notes, Indenture Trustee or Certificate Registrar of its obligations under the Indenture Indenture, the Administration Agreement or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless unless, at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or shall not have 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 Receivables) 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 Receivables); (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 Certificateholders; (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 manner, or add any provision, that would not materially adversely affect the interests of the Certificateholders; or (df) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar Registrar, Paying Agent or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless (i) at least 10 thirty (30) days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders Certificateholders, the Administrator and the Depositor (who shall promptly forward such notice to the Rating Agencies) in writing of the proposed action and within 10 days (ii) the Holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has the Holders have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the Receivables); (ii) 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); (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (biv) 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 Certificateholders; (cv) the amendment, change or modification of the Sale and Servicing Agreement, 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 adversely affect the interests of the Certificateholders; or (dvi) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar Registrar, Paying Agent for the Notes or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, such shorter period as much advance notice as is practicableshall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholder has Certificateholders 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 the Receivables) 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 Receivables); (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 Act); (c) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (bd) the amendment of the Indenture Indenture, whether or not by a supplemental indenture Supplemental Indenture, in circumstances where the consent of any Noteholder is not required and but such amendment materially adversely affects the interests interest of the Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Agreement, except other than to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; or; (df) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or the consent Certificate Registrar to the assignment by the Note Registrar or the Indenture Trustee of its respective obligations under the Indenture or this Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 ten (10) days before the taking of such action (or if 10 ten (10) days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 ten (10) days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall have notified the Owner Trustee in writing that 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 such amendment materially adversely affects the interests of the Certificateholders; (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 Certificateholders; 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 Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall will not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall will have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Majority Certificateholders shall will not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has the Majority Certificateholders have 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 Statute or unless such amendment would not materially and adversely affect the interests of the Holder); (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 Certificateholders;; or (cd) except pursuant to Section 12.1(b) 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 Certificateholders; or (d) . The Owner Trustee will notify the Certificateholders 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 within five Business Days after receipt of its obligations under the Indenture or this Agreement, as applicablenotice thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee in writing that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 ten (10) days before the taking of such action (or if 10 ten (10) days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 ten (10) days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall have notified the Owner Trustee in writing that 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 such amendment materially adversely affects the interests of the Certificateholders; (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 Certificateholders; 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 Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless unless, (i) at least 10 thirty (30) days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders and the Rating Agencies in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such noticeii) none Certificateholders holding not less than a majority of the Certificateholders aggregate Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the settlement of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the Receivables); (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 adversely affects the interests of the Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, 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 adversely affect the interests of the Certificateholders; or (df) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar Registrar, Paying Agent for the Notes or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least thirty (30) days and within 10 not more than forty-five (45) days before the taking of such notice action, and (or such shorter time as specified in such noticeii) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have 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 or an action by the Indenture Trustee pursuant to the Indenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture); (b) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B; (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 Certificateholders; (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 Certificateholders; 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 Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect Subject to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale provisions and Servicing Agreement, as applicable, provides that the consent limitations of the Certificateholders shall not be requiredSection 4.04, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), with respect to the following matters the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Majority Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer and the settlement of any Proceeding, investigation or claim brought by or against the Issuer, in each case other than claims or lawsuits brought by the Servicer on behalf of the Issuer for collection of the Receivables and the Financed Equipment; (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder (i) is required; required or (bii) 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 Certificateholders; (cd) the amendment, change or modification amendment of the Sale and Servicing Agreement, or the Administration Agreement, except to cure any ambiguity or defect mistake or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the Certificateholders; or (de) 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 respective obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 at least 30 days before the taking of such notice action, and (or such shorter time as specified in such noticeii) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have 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 or an action by the Indenture Trustee pursuant to the Indenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture); (b) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B; (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 Certificateholders; (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 Certificateholders; 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 Registrar, Paying Agent or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 at least 30 days before the taking of such notice action, and (or such shorter time as specified in such noticeii) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have 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, a conformed copy of which is attached hereto as Exhibit B; (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 Certificateholders; (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 Certificateholders; 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 Registrar, Paying Agent or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 thirty (30) days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such any 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 Certificateholders); (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 any Certificateholder; or (d) except pursuant to Section 13.1 of the Certificateholders; (c) 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 any Certificateholder. The Owner Trustee shall notify each Certificateholder in writing of the Certificateholders; or (d) the 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 Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 at least 30 days before the taking of such notice action, and (or such shorter time as specified in such noticeii) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have 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 or an action by the Indenture Trustee pursuant to the Indenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture); (b) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B; (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 Certificateholders; (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 Certificateholders; 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 Registrar, Paying Agent or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee in writing that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall have notified the Owner Trustee in writing that 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 such amendment materially adversely affects the interests of the Certificateholders; (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 Certificateholders; 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 Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least thirty (30) days and within 10 not more than forty-five (45) days before the taking of such notice action, and (or such shorter time as specified in such noticeii) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have 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 or an action by the Indenture Trustee pursuant to the Indenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture); (b) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B; (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 Certificateholders; (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 Certificateholders; 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 Registrar, Paying Agent or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2021-A Exchange Note to collect amounts owed under a 2021-A Lease or in respect of a 2021-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2021-A Leases and the 2021-A Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2021-A 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 at least 30 days before the taking of such notice action, and (or such shorter time as specified in such noticeii) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture) and the compromise of any action, claim or lawsuit brought on behalf of or against the Trust or the Owner Trustee (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture); (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 of the Certificateholders; (cd) 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 Certificateholders; or; (de) 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 Registrar, Paying Agent or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; or (f) the amendment of the Pooling and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2020-A Exchange Note to collect amounts owed under a 2020-A Lease or in respect of a 2020-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2020-A Leases and the 2020-A Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2020-A 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2023-A Exchange Note to collect amounts owed under a 2023-A Lease or in respect of a 2023-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2023-A Leases and the 2023-A Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2023-A 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2020-B Exchange Note to collect amounts owed under a 2020-B Lease or in respect of a 2020-B Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2020-B Leases and the 2020-B Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2020-B 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2019-B Exchange Note to collect amounts owed under a 2019-B Lease or in respect of a 2019-B Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2019-B Leases and the 2019-B Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2019-B 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2017-A Exchange Note to collect amounts owed under a 2017-A Lease or in respect of a 2017-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2017-A Leases and the 2017-A Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2017-A 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2018-B Exchange Note to collect amounts owed under a 2018-B Lease or in respect of a 2018-B Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2018-B Leases and the 2018-B Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2018-B 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2012-A Exchange Note to collect amounts owed under a 2012-A Lease or in respect of a 2012-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2012-A Leases and the 2012-A Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2012-A 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2021-B Exchange Note to collect amounts owed under a 2021-B Lease or in respect of a 2021-B Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2021-B Leases and the 2021-B Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2021-B 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2018-A Exchange Note to collect amounts owed under a 2018-A Lease or in respect of a 2018-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2018-A Leases and the 2018-A Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2018-A 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders and the Insurer in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders Insurer and any Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholder(s) or the Insurer have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (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 interest of the Certificateholders; (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 Certificateholders; orand (df) the appointment pursuant to the Indenture of a successor Note Registrar, Certificate 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 Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders Certificateholders, the Swap Counterparty and the Rating Agencies that have provided ratings of the Notes, in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none the Certificateholders evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer and the settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Issuer, in each case (except claims or lawsuits for collection by the Master Servicer of the Receivables brought by the Issuer); (b) the election by the Issuer 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 Certificateholders; (ce) the amendment, change or modification amendment of the Sale and Servicing Agreement, Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the amendment of the Swap Agreement (which amendment shall be made with the consent of the Swap Counterparty and the Noteholders; provided that the consent of the Noteholders shall not be required for any amendment to the Swap Agreement that (i) cures any ambiguity in or corrects any provision of the Swap Agreement and (ii) does not materially and adversely affect the interests of the Noteholders); or (dg) 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 respective obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2013-A Exchange Note to collect amounts owed under a 2013-A Lease or in respect of a 2013-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2013-A Leases and the 2013-A Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2013-A 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless (a) at least ten (10) days before the Administrator notifies taking of such action, the Owner Trustee that shall notify the Indenture, Certificateholders and the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent Rating Agencies in writing of the Certificateholders proposed action (provided that any failure to give such notice shall not be requiredimpair or affect the effectiveness or validity of any such action) and (b) in the case of items (v), (vi) and (vii) below, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing holding not less than a majority of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders aggregate Certificate Balance shall have notified the Owner Trustee in writing prior to the tenth (10th) day after such notice is given that such Certificateholder has withheld consent Certificateholders have not consented to such action or provided alternative direction: (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables in the ordinary course of business) and the settlement of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the Receivables); (ii) 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); (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (biv) the amendment, change or modification of any of the Basic Documents, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (v) the amendment of the Indenture by a supplemental indenture in circumstances where (A) the consent of any Noteholder is not required and such amendment materially adversely affects or (B) the interests principal of the Certificateholders; (c) the amendmentNotes, change or modification of the Sale together with accrued and Servicing Agreementunpaid interest thereon, or the Administration Agreementshall have been paid in full, 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 Certificateholders; or (d) the appointment pursuant to and 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.shall have been

Prior Notice to Certificateholders with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least thirty (30) days and within 10 not more than forty-five (45) days before the taking of such notice action, and (or such shorter time as specified in such noticeii) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have 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 or an action by the Indenture Trustee pursuant to the Indenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture); (b) except as may be required under the Statutory Trust Act, the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B; (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 Certificateholders; (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 Certificateholders; or (df) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement Aof 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 Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have 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 Certificateholders; (c) the amendment, change or modification of the Sale and Servicing Agreement, 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 Certificateholders; or (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar Registrar, Certificate Paying Agent or Indenture Trustee or the Indenture Trustee Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Certificate Paying Agent or the Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders Certificateholders, the Swap Counterparty and the Rating Agencies, in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none the Certificateholders evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer and the settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Issuer, in each case (except claims or lawsuits for collection by the Master Servicer of the Receivables brought by the Issuer); (b) the election by the Issuer 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 Certificateholders; (ce) the amendment, change or modification amendment of the Sale and Servicing Agreement, Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the amendment of the Swap Agreement (which amendment shall be made with the consent of the Swap Counterparty and the Noteholders; provided that the consent of the Noteholders shall not be required for any amendment to the Swap Agreement that (i) cures any ambiguity in or corrects any provision of the Swap Agreement and (ii) does not materially and adversely affect the interests of the Noteholders); or (dg) 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 respective obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders evidencing more than 50% of the Certificate Balance have 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 Certificateholders; (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 Certificateholders; 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 Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders and the Rating Agencies in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none the Certificateholders evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer and the settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Issuer, in each case (except claims or lawsuits for collection by the Master Servicer of the Receivables brought by the Issuer); (b) the election by the Issuer 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 Certificateholders; (ce) the amendment, change or modification amendment of the Sale and Servicing Agreement, Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the Certificateholders; 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 respective obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless unless, at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticableaction, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or shall not have provided alternative direction: (a) the initiation of any claim or lawsuit by Trust (except claims or lawsuits brought in connection with the collection of the Trust Estate) and the compromise of any action, claim or lawsuit brought by or against Trust (except with respect to the aforementioned claims or lawsuits for collection of the Trust Estate); (b) the election by Trust to file an amendment to the Certificate of Trust (substantially in the form of Exhibit B); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the Administration Management Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner manner, or add any provision, that would not materially adversely affect the interests of the Certificateholders; or (df) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee Trustee, or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar Registrar, Paying Agent or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2013-B Exchange Note to collect amounts owed under a 2013-B Lease or in respect of a 2013-B Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2013-B Leases and the 2013-B Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2013-B 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days the holders of such notice (or such shorter time as specified in such notice) none Certificates evidencing not less than 51% of the Certificateholders aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2014-A Exchange Note to collect amounts owed under a 2014-A Lease or in respect of a 2014-A Vehicle) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the 2014-A Leases and the 2014-A Vehicles); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (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 Certificateholders; (ce) the amendment, change or modification of the Sale and Servicing Agreement, or the 2014-A 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 adversely affect the interests of the Certificateholders; or; (df) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee Trustee, or the consent to the assignment by the Note Registrar Registrar, Note Paying Agent or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, unless the Administrator notifies the Owner Trustee that the Indenture, the Purchase Agreement or the Sale and Servicing Agreement, as applicable, provides that the consent of the Certificateholders shall not be required, the Owner Trustee shall not take action unless unless, at least 10 30 days before the taking of such action (or if 10 days’ advance notice is impracticable, as much advance notice as is practicable)action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and within 10 days of such notice (or such shorter time as specified in such notice) none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or shall not have 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 Receivables) 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 Receivables); (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 Certificateholders; (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 manner, or add any provision, that would not materially adversely affect the interests of the Certificateholders; oror Trust Agreement (df) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee 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 Agreement, as applicable.