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

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners 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; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) 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, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer 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 Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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, Paying Agent, Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.044.04 and Section 4.06, with respect to the following matters, neither the Owner Trustee nor the Trust Agent shall not take any action unless at least 30 days before the taking of such action, the Owner Trustee or the Trust Agent, as applicable, shall have notified the Certificateholders Owners in writing of the proposed action and the Owners shall not have notified the Owner Trustee or the Trust Agent, as applicable, in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (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; (dc) 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 Owners; (ed) the amendment, change or modification of the Administration Agreement, 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 Owners; or (fe) 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 RegistrarRegistrar or the Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agentpaying agent for the Notes, Indenture Trustee or Trustee, Certificate Registrar or Paying Agent of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations limitation of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action, the Indenture Trustee shall have consented to such action in the event any Notes are outstanding and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer 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; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interests interest of the Owners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this the Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) 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, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer 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 Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer 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; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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, Paying Agent, Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, neither the Owner Trustee nor the Trust Agent shall not take any action unless at least 30 days before the taking of such action, the Owner Trustee or the Trust Agent, as applicable, shall have notified the Certificateholders Owners in writing of the proposed action and the Owners shall not have notified the Owner Trustee or the Trust Agent, as applicable, in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) 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 RegistrarRegistrar or the Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agentpaying agent for the Notes, Indenture Trustee or Trustee, Certificate Registrar or Paying Agent of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners 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 Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) 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, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations limitation of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action action, and (ii) the Owners Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners the Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and or the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer 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; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interests interest of the Owners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Owners in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer 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 Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer 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; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Registrar or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer 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 Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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, Paying Agent, Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations limitation of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action action, and (ii) the Owners Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners the Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and or the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer 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; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interests interest of the Owners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer 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 Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (fe) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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, Paying Agent, Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations limitation of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action, (ii) the Indenture Trustee shall have consented to such action in the event any Notes are outstanding, and (iii) the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and or the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer 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; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interests interest of the Owners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners Holders of Trust Certificates evidencing at least a majority of the 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 Owners Holders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) 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, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners Holders of Trust Certificates evidencing at least a majority of the 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 Owners Holders have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (bii) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust StatuteAct); (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (div) 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 Owners; (ev) the amendment, change or modification of the Administration Agreement, 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 Owners; or (fvi) 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, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.044.04 and Section 4.06, with respect to the following matters, neither the Owner Trustee nor the Trust Agent shall not take any action unless at least 30 days before the taking of such action, the Owner Trustee or the Trust Agent, as applicable, shall have notified the Certificateholders Owners in writing of the proposed action and the Owners shall not have notified the Owner Trustee or the Trust Agent, as applicable, in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) 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 RegistrarRegistrar or the Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agentpaying agent for the Notes, Indenture Trustee or Trustee, Certificate Registrar or Paying Agent of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations limitation of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Certificateholder in writing of the proposed action, (ii) the Indenture Trustee shall have consented to such action in the event any Notes are outstanding, and (iii) the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and or the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer 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; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interests interest of the Owners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations limitation of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action, (ii) the Indenture Trustee shall have consented to such action in the event any Notes are outstanding, and (iii) the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and or the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer 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 [or the Swap Counterparty] is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder [or the Swap Counterparty] is not required and such amendment materially and adversely affects the interests interest of the Owners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesMortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables)Mortgage Loans; (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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, Paying Agent, Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners Holders of Trust Certificates evidencing at least a majority of the 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 Owners Holders have withheld consent or provided alternative direction:direction and the Owner Trustee has received the prior written consent of the Insurer (prior to the Policy Expiration Date and so long as no Insurer Default shall have occurred and be continuing): (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) 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, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall not take have notified the Certificateholders and the Note Insurer in writing of the proposed action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified and (ii) neither the Certificateholders in writing of nor the proposed action and the Owners Note Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners Certificateholders or the Note Insurer have withheld consent or provided alternative direction:direction (provided that any directions by the Certificateholders shall require the prior consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits and law suits brought in connection with the collection of the ReceivablesHome Equity Loans) and or the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except claims and law suits brought in connection with respect to the aforementioned claims or lawsuits for collection of the ReceivablesHome Equity Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust Trust, (unless except to the extent such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Operative Documents in circumstances where the consent of any Noteholder Owner of a Note or the Note Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Operative Documents in circumstances where the consent of any Noteholder Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interests interest of the OwnersCertificateholders; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes Paying Agent or Indenture Trustee or or, pursuant to this Agreement Agreement, of a successor Certificate RegistrarRegistrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying AgentAgent or Indenture Trustee, Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Operative Document; (g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement; (k) do any act that conflicts with any other Operative Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor, the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with (a) With respect to the following matters, the Owner Trustee shall not take action unless at least 30 [ ] days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesLoan Assets) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesLoan Assets); (bii) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust Statute); (ciii) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Operative Document in circumstances where the consent of any Noteholder is required; (div) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Operative Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (fv) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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, Paying Agent, Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (vi) the consent to the calling or waiver of any default of any Operative Document; (vii) except as provided in Article Nine hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (viii) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (ix) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement; (x) doing any act that conflicts with any other Operative Document; (xi) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (xii) the confession of a judgment against the Trust; (xiii) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xiv) causing the Trust to lend any funds to any entity; or (xv) the change of the Trust’s purpose and powers from those set forth in this Trust Agreement. (b) The Owner Trustee on behalf of the Trust agrees to abide by the following restrictions: (i) other than as contemplated by the Operative Documents and related documentation, the Trust shall not incur any indebtedness; (ii) other than as contemplated by the Operative Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Documents and related documentation; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Operative Documents and related documentation; and (v) other than as contemplated by the Operative Documents and related documentation, the Trust shall not follow the directions or instructions of the Depositor. (c) The Owner Trustee on behalf of the Trust shall: (i) maintain books and records separate from any other person or entity; (ii) maintain its office and bank accounts separate from any other person or entity; (iii) not commingle its assets with those of any other person or entity; (iv) conduct its own business in its own name; (v) other than as contemplated by the Operative Documents and related documentation, pay its own liabilities and expenses only out of its own funds; (vi) observe all formalities required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other person or entity; (viii) not hold out its credit as being available to satisfy the obligation of any other person or entity; (ix) not acquire the obligations or securities of its Affiliates or the Seller; (x) other than as contemplated by the Operative Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (xi) other than as contemplated by the Operative Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (xii) hold itself out as a separate entity from the Depositor and not conduct any business in the name of the Depositor; (xiii) correct any known misunderstanding regarding its separate identity; and (xiv) not identify itself as a division of any other person or entity. So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of 100% of the Voting Rights of the Notes and the consent of each Rating Agency, in addition to the requirements under Section 11.01. (d) The Owner Trustee shall not have the power, except upon the direction of the Owners, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Master Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Depositor or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Depositor.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall not take have notified the Certificateholders, the Rating Agencies and the Note Insurer in writing of the proposed action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified and (ii) neither the Certificateholders in writing of nor the proposed action and the Owners Note Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners Certificateholders or the Note Insurer have withheld consent or provided alternative direction:direction (provided that any directions by the Certificateholders shall require the prior consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits and law suits brought in connection with the collection of the ReceivablesMortgage Loans) and or the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except claims and law suits brought in connection with respect to the aforementioned claims or lawsuits for collection of the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust Trust, (unless except to the extent such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Operative Documents in circumstances where the consent of any Noteholder Owner of a Note or the Note Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Operative Documents in circumstances where the consent of any Noteholder Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interests interest of the OwnersCertificateholders; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes Paying Agent or Indenture Trustee or or, pursuant to this Agreement Agreement, of a successor Certificate RegistrarRegistrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying AgentAgent or Indenture Trustee, Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Operative Document; (g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement; (k) do any act that conflicts with any other Operative Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take any action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Owners and the Insurer in writing of the proposed action and neither the Owners nor the Insurer shall not have notified the Owner Trustee in writing prior to the 30th thirtieth day after receipt of such notice is given that such the Owners or the Insurer have withheld consent or provided alternative direction:direction (any direction by the Owners shall require the written consent of the Insurer): (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Insurer is not required and such amendment materially adversely affects the interests interest of the Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or; (f) 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 RegistrarTrustee, or the consent to the assignment by the Note Registrar, Paying Agent, Agent for the Notes or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (j) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (k) cause the Trust to lend any funds to any entity, unless permitted in this Agreement or the Basic Documents; (l) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (m) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (n) do any act that conflicts with any other Basic Document; (o) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (p) confess a judgment against the Trust; or (q) change the Trust's purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separately from those of any other entity. Except as applicableexpressly set forth herein, the Trust shall not pay any indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its offices separate from the offices of the Depositor and the Servicer.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (Trust except claims or lawsuits brought in connection with the collection of the Receivables) Receivables and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 OwnersCertificateholders; (e) the amendment, change or modification of the Administration Sale and Servicing 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 OwnersCertificateholders; or (f) 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, Paying Agent, Indenture Agent or Trustee or 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 Note Registrar, Paying Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 ___ days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th _____ day after such notice is given that such Owners Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (Trust except claims or lawsuits brought in connection with the collection of the Receivables) Mortgage Loans and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 OwnersCertificateholders; (e) the amendment, change or modification of the Administration Master Servicing 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 OwnersCertificateholders; or (f) 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, Paying Agent, Indenture Agent or Trustee or 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 Note Registrar, Paying Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Holder of the Voting Interest in writing of the proposed action and the Owners Holder of the Voting Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have it has withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer (Trust except claims or lawsuits brought in connection with the collection of the Receivables) Loans and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesLoans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners;Certificateholders; or (e) the amendment, change or modification of the Administration Sale and Servicing 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 Owners; or (f) 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, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicableCertificateholders.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners Holders of Trust Certificates evidencing at least a majority of the Certificate Balance shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners Holders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) 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, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesLoans) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables)Loans; (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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, Paying Agent, Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Residual Interestholders in writing of the proposed action and the Owners Residual Interestholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners Residual Interestholders 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; (db) 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 OwnersResidual Interestholders; (ec) the amendment, change or modification of the Contribution Agreement, the Servicing Agreement or the Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the OwnersResidual Interestholders; or (fd) 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, Paying Agent, Agent or Indenture Trustee or the Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. The Owner Trustee shall notify the Residual Interestholders in writing of any appointment of a successor Paying Agent or the Certificate Registrar within five (5) Business Days thereof.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action action, and the Owners shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Owners in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or the Owners have provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesHome Loans) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesHome Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests interest of the Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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, Paying Agent, Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement; (k) do any act that conflicts with any other Basic Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those set forth in this Trust Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Company, the Depositor, FFI and FFG. For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Owner. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. The Owner Trustee shall not have the power, except upon the direction of the Owners, and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Company or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Company.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer 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 Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.or

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, neither the Owner Trustee nor the Trust Agent shall not take any action unless at least 30 days before the taking of such action, the Owner Trustee or the Trust Agent, as applicable, shall have notified the Certificateholders Owners in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction:Owner (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesContracts) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesContracts); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) 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 RegistrarRegistrar or the Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agentpaying agent for the Notes, Indenture Trustee or Trustee, Certificate Registrar or Paying Agent of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall not take have notified the Certificateholders and the Note Insurer in writing of the proposed action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified and (ii) neither the Certificateholders in writing of nor the proposed action and the Owners Note Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners Certificateholders or the Note Insurer have withheld consent or provided alternative direction:direction (provided that any directions by the Certificateholders shall require the prior consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits and law suits brought in connection with the collection of the ReceivablesHome Equity Loans) and or the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except claims and law suits brought in connection with respect to the aforementioned claims or lawsuits for collection of the ReceivablesHome Equity Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust Trust, (unless except to the extent such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Operative Documents in circumstances where the consent of any Noteholder Owner of a Note or the Note Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Operative Documents in circumstances where the consent of any Noteholder Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interests interest of the OwnersCertificateholders; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the an Indenture of a successor Note Registrar, paying agent for the Notes Paying Agent or Indenture Trustee or or, pursuant to this Agreement Agreement, of a successor Certificate RegistrarRegistrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying AgentAgent or Indenture Trustee, Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture Indentures or this Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Operative Document; (g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement; (k) do any act that conflicts with any other Operative Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor, the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as an Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following mattersmatters with respect to a Series and the related Subdivision, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders of such Series in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer 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 Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture for such Series by a supplemental indenture in circumstances where the consent of any related Noteholder is required; (d) the amendment of the Indenture for such Series by a supplemental indenture in circumstances where the consent of any related Noteholder is not required and such amendment materially adversely affects the interests of the OwnersOwners of such Series; (e) the amendment, change or modification of the Administration AgreementAgreement for such Series, 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 OwnersOwners of such Series; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes Paying Agent or Indenture Trustee for such Series or pursuant to this Agreement of a successor Certificate RegistrarRegistrar for such Series, or the consent to the assignment by the such Note Registrar, Paying Agent, Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture for such Series or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall not take have notified the Certificateholders and the Note Insurer in writing of the proposed action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified and (ii) neither the Certificateholders in writing of nor the proposed action and the Owners Note Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners Certificateholders or the Note Insurer have withheld consent or provided alternative direction:direction (provided that any directions by the Certificateholders shall require the prior consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits and law suits brought in connection with the collection of the ReceivablesMortgage Loans) and or the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except claims and law suits brought in connection with respect to the aforementioned claims or lawsuits for collection of the ReceivablesHome Equity Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust Trust, (unless except to the extent such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Operative Documents in circumstances where the consent of any Noteholder Owner of a Note or the Note Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Operative Documents in circumstances where the consent of any Noteholder Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interests interest of the OwnersCertificateholders; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes Paying Agent or Indenture Trustee or or, pursuant to this Agreement Agreement, of a successor Certificate RegistrarRegistrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying AgentAgent or Indenture Trustee, Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Operative Document; (g) the consent to the assignment of the Indenture Trustee or the Servicer of their respective obligations under the Operative Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement; (k) do any act that conflicts with any other Operative Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor, the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesHome Equity Loans) and the compromise of any material action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables)Home Equity Loans; (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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, Paying Agent, Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Issuer Trust (except claims or lawsuits brought in connection with the collection of the Receivables and Eligible Investment Receivables) and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables and Eligible Investment Receivables); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) 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 Owners; (e) the amendment, change or modification of the Administration Agreement, 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 Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes 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, Paying Agent, Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.