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

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is not required but such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) the appointment pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to the Certificateholders with Respect to Certain Matters. 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 (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection or enforcement of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is not required but such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) the appointment pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to the Certificateholders with Respect to Certain Matters. 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 (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is not required but such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) the appointment pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders each Certificateholder in writing of the proposed action and none of the Certificateholders each Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that each Certificateholder has consented to such Certificateholders have withheld consent action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenturesupplemental indenture or of this Agreement, the Swap Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest interests of the Certificateholdersany Certificateholder; (e) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Transfer and Servicing Agreement, other than 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 Certificateholdersany Certificateholder; (ig) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Operative Agreement; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion 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; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (gp) the amendment lending of funds by the Trust to any entity. 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 and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sale Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. 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 Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Delaware Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from each Certificateholder. 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 written direction of the Ownership Certificate Holder, and to the extent otherwise consistent with the Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii) institute a bankruptcy against the Trust. So long as the Indenture remains in effect, to the extent permitted by applicable law, the Ownership Certificate Holder shall have no power to commence, and shall not commence, any bankruptcy with respect to the Trust or direct the Owner Trustee to commence any bankruptcy with respect to the Trust. (q) The Owner Trustee shall not have the power, except upon the written direction of the Ownership Certificate Holder, to (i) remove the Trust Administrator under the Transfer and Servicing Agreement pursuant to Section 7.10 thereof, (ii) appoint a successor Trust Administrator pursuant to Section 7.10 of the Transfer and Servicing Agreement, or (iii) except as expressly provided in circumstances where the consent Indenture, to sell the Collateral after the termination of any Noteholder is requiredthe Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed and authorized by the Ownership Certificate Holder.

Prior Notice to the Certificateholders with Respect to Certain Matters. 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 (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders (unless the Certificateholders have directed the Owner Trustee to take action) and the Rating Agencies in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or have provided alternative directionwritten direction and in the case of the Rating Agencies, the Rating Agency Condition shall have been met: (a) the initiation of any claim or lawsuit by the Trust Issuing Entity (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 Trust Issuing Entity (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesMortgage Loans); (b) the election by the Trust Issuing Entity to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is required; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder Certificateholder is not required but and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any the consent to the assignment by the Note Registrar, Paying Agent, Registrar or Indenture Trustee or Certificate Registrar to the assignment of its their respective obligations under the Indenture or this Agreement, as applicable; or; (f) the consent to the waiver of any default of any Basic Document; (g) the amendment consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article X hereof, dissolve, terminate or liquidate the Issuing Entity in whole or in part; (i) merge or consolidate the Issuing Entity with or into any other entity, or convey or transfer all or substantially all of the Sale Issuing Entity’s assets to any other entity; (j) cause the Issuing Entity to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (k) do any act which would make it impossible to carry on the ordinary business of the Issuing Entity as described in Section 2.03 hereof; (l) confess a judgment against the Issuing Entity; (m) possess Issuing Entity assets, or assign the Issuing Entity’s right to property, for other than an Issuing Entity purpose; (n) cause the Issuing Entity to lend any funds to any entity; or (o) change the Issuing Entity’s purpose and Servicing Agreement powers from those set forth in circumstances where this Agreement. In addition the consent Issuing Entity shall not commingle its assets with those of any Noteholder is requiredother entity. The Issuing Entity shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Issuing Entity shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Issuing Entity shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Servicer, on behalf of the Issuing Entity, shall maintain appropriate minutes or other records of all appropriate action. The Issuing Entity shall maintain its office separate from the offices of the Sponsor, the Depositor and the Servicer. Notwithstanding the other provisions of this Section 5.01, the Owner Trustee shall not have the power, except upon the written direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Servicer or the Indenture Trustee.

Prior Notice to the Certificateholders with Respect to Certain Matters. 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 (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders (unless the Certificateholders have directed the Owner Trustee to take action) and the Rating Agencies in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or have provided alternative directionwritten direction and in the case of the Rating Agencies, the Rating Agency Condition shall have been met: (a) the initiation of any claim or lawsuit by the 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 Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is required; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder Certificateholder is not required but and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any the consent to the assignment by the Note Registrar, Paying Agent, Registrar or Indenture Trustee or Certificate Registrar to the assignment of its their respective obligations under the Indenture or this Agreement, as applicable; or; (f) the consent to the waiver of any default of any Basic Document; (g) the amendment consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article X 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 Sale 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 or the other Basic Documents; (k) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (l) confess a judgment against the Trust; (m) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (n) cause the Trust to lend any funds to any entity; or (o) change the Trust’s purpose and Servicing Agreement powers from those set forth in circumstances where this Agreement. In addition the consent Trust shall not commingle its assets with those of any Noteholder is requiredother 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 and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Servicer, on behalf of the Trust, shall maintain appropriate minutes or other records of all appropriate action. The Trust shall maintain its office separate from the offices of the Sponsor, the Seller and the Servicer. Notwithstanding the other provisions of this Section 5.01, the Owner Trustee shall not have the power, except upon the written direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Servicer or the Indenture Trustee.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders each Certificateholder in writing of the proposed action and none of the Certificateholders each Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that each Certificateholder has consented to such Certificateholders have withheld consent action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture, whether or not Indenture by a Supplemental Indenturesupplemental indenture or of this Agreement, the Interest Rate Cap Agreements or any other Operative Agreement in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest interests of the Certificateholdersany Certificateholder; (e) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Transfer and Servicing Agreement, other than 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 Certificateholdersany Certificateholder; (ig) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Operative Agreement; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion 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; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (gp) the amendment lending of funds by the Trust to any entity. 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 and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sale Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. 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 Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Delaware Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from each Certificateholder. 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 written direction of the Ownership Certificate Holder, and to the extent otherwise consistent with the Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii) institute a bankruptcy against the Trust. So long as the Indenture remains in effect, to the extent permitted by applicable law, the Ownership Certificate Holder shall have no power to commence, and shall not commence, any bankruptcy with respect to the Trust or direct the Owner Trustee to commence any bankruptcy with respect to the Trust. The Owner Trustee shall not have the power, except upon the written direction of the Ownership Certificate Holder, to (i) remove the Trust Administrator under the Transfer and Servicing Agreement pursuant to Section 7.10 thereof, (ii) appoint a successor Trust Administrator pursuant to Section 7.10 of the Transfer and Servicing Agreement, or (iii) except as expressly provided in circumstances where the consent Indenture, to sell the Collateral after the termination of any Noteholder is requiredthe Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed and authorized by the Ownership Certificate Holder.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none the holders of a majority of the Certificateholders Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders holders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables)Trust; (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest of the Certificateholders;; and (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to the Certificateholders with Respect to Certain Matters. 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 (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Rating Agencies, the Certificateholders (unless the Certificateholders have directed the Owner Trustee to take action) and the Note Insurer in writing of the proposed action and none of neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders and/or the Note Insurer have withheld consent or the Certificateholders have provided alternative directionwritten direction (any direction by the Certificateholders shall require the prior written consent of the Note Insurer) and in the case of the Rating Agencies, the Rating Agency Condition shall have been met: (a) the initiation of any claim or lawsuit by the Trust Issuing Entity (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 Trust Issuing Entity (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesMortgage Loans); (b) the election by the Trust Issuing Entity to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is required; provided, that notwithstanding this Section 5.01, the prior written consent of the Note Insurer must be obtained for any amendment or change to this Agreement or any other Basic Document; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder Certificateholder is not required but and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any the consent to the assignment by the Note Registrar, Paying Agent, Registrar or Indenture Trustee or Certificate Registrar to the assignment of its their respective obligations under the Indenture or this Agreement, as applicable; or; (f) the consent to the waiver of any default of any Basic Document; (g) the amendment consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article X hereof, dissolve, terminate or liquidate the Issuing Entity in whole or in part; (i) merge or consolidate the Issuing Entity with or into any other entity, or convey or transfer all or substantially all of the Sale Issuing Entity’s assets to any other entity; (j) cause the Issuing Entity to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (k) do any act which would make it impossible to carry on the ordinary business of the Issuing Entity as described in Section 2.03 hereof; (l) confess a judgment against the Issuing Entity; (m) possess Issuing Entity assets, or assign the Issuing Entity’s right to property, for other than an Issuing Entity purpose; (n) cause the Issuing Entity to lend any funds to any entity; or (o) change the Issuing Entity’s purpose and Servicing Agreement powers from those set forth in circumstances where this Agreement. In addition the Issuing Entity shall not commingle its assets with those of any other entity. The Issuing Entity shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Issuing Entity shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Issuing Entity shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Servicer, on behalf of the Issuing Entity, shall maintain appropriate minutes or other records of all appropriate action. The Issuing Entity shall maintain its office separate from the offices of the Sponsor, the Depositor and the Servicer. Notwithstanding the other provisions of this Section 5.01, the Owner Trustee shall not have the power, except upon the written direction of the Certificateholders with the prior written consent of any Noteholder is requiredthe Note Insurer, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Servicer or the Indenture Trustee.

Prior Notice to the Certificateholders with Respect to Certain Matters. 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 (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders (unless the Certificateholders have directed the Owner Trustee to take action) and the Rating Agencies in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or have provided alternative directionwritten direction and in the case of the Rating Agencies, the Rating Agency Condition shall have been met: (a) the initiation of any claim or lawsuit by the Trust Issuing Entity (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 Trust Issuing Entity (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesMortgage Loans); (b) the election by the Trust Issuing Entity to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is required; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder Certificateholder is not required but and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any the consent to the assignment by the Note Registrar, Paying Agent, Registrar or Indenture Trustee or Certificate Registrar to the assignment of its their respective obligations under the Indenture or this Agreement, as applicable; or; (f) the consent to the waiver of any default of any Basic Document; (g) the amendment consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article X hereof, dissolve, terminate or liquidate the Issuing Entity in whole or in part; (i) merge or consolidate the Issuing Entity with or into any other entity, or convey or transfer all or substantially all of the Sale Issuing Entity’s assets to any other entity; (j) cause the Issuing Entity to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (k) do any act which would make it impossible to carry on the ordinary business of the Issuing Entity as described in Section 2.03 hereof; (l) confess a judgment against the Issuing Entity; (m) possess Trust assets, or assign the Issuing Entity’s right to property, for other than a Trust purpose; (n) cause the Issuing Entity to lend any funds to any entity; or (o) change the Issuing Entity’s purpose and Servicing Agreement powers from those set forth in circumstances where this Agreement. In addition the consent Issuing Entity shall not commingle its assets with those of any Noteholder is requiredother entity. The Issuing Entity shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Issuing Entity shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Issuing Entity shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Servicer, on behalf of the Issuing Entity, shall maintain appropriate minutes or other records of all appropriate action. The Issuing Entity shall maintain its office separate from the offices of the Sponsor, the Depositor and the Servicer. Notwithstanding the other provisions of this Section 5.01, the Owner Trustee shall not have the power, except upon the written direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Servicer or the Indenture Trustee.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) in writing of the proposed action and none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent Certificateholder and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) has consented to such action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Transaction Document in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Transaction Document in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required; (f) the amendment, change or modification of the Administration Agreement, other than 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 Certificateholders; (ig) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Transaction Document; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Transaction Document; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion 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; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Transaction Document or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (gp) the amendment lending of funds by the Trust to any entity. In addition, the Trust shall (i) hold itself out as a separate entity from each Certificateholder and not conduct any business in the name of any Certificateholder, (ii) correct any known misunderstanding regarding its separate identity, (iii) maintain adequate capital in light of its contemplated business operations, (iv) correct any known misunderstanding regarding its separate identity, (v) maintain appropriate minutes or other records of all appropriate actions and shall maintain its office and bank accounts separate from any other Person or entity, (vi) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of any other Person, (vii) observe all formalities required under the Delaware Trust Statute and other formalities required by the Transaction Documents, (viii) conduct business with the Certificateholders or any Affiliate thereof on an arm’s-length basis, and (ix) maintain its financial and accounting books and records separate from those of any other Person or entity. In addition, the Trust shall not (i) guarantee or become obligated for the debts of any other person or entity, (ii) acquire the obligations or securities of its Certificateholders or its Affiliates, (iii) identify itself as a division of any other Person or entity, (iv) commingle its assets with those of any other Person or entity, (v) engage in any business activity in which it is not currently engaged other than as contemplated by the Transaction Documents and related documentation, (vi) form, or cause to be formed, any subsidiaries, (vii) own or acquire any asset other than as contemplated by the Transaction Documents and related documentation, (viii) acquire the obligations or securities of its Affiliates or the Seller, (ix) hold out its credit as being available to satisfy the obligations of any other person or entity, (x) identify itself as a division of any other person or entity, and (xi) make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity. Other than as expressly set forth herein, the Trust shall (i) pay its indebtedness, operating expenses and liabilities from its own funds, and neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity and (ii) not engage in any dissolution, liquidation, consolidation, merger or sale of assets. Other than as contemplated by the Transaction Documents and related documentation, the Trust shall (i) not pledge its assets for the benefit of any other person or entity and (ii) not follow the directions or instructions of the Sale Depositor. For accounting purposes, the Trust shall be treated as an entity separate and Servicing distinct from the Certificateholders. 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 written direction of the Certificateholders, and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Indenture Trustee, or (ii) institute a bankruptcy against the Trust. So long as the Indenture remains in circumstances where effect, to the consent extent permitted by applicable law, the Certificateholders shall have no power to commence, and shall not commence, any bankruptcy with respect to the Trust or direct the Owner Trustee to commence any bankruptcy with respect to the Trust. (q) The Owner Trustee shall not have the power, except upon the written direction of any Noteholder the Insurer, or if the Class A Notes are no longer Outstanding and no Reimbursement Amounts remain due and owing to the Insurer or an Insurer Default has occurred and is requiredcontinuing, the Certificateholders, to (i) remove the Administrator under the Administration Agreement pursuant to Section 9 thereof, (ii) appoint a successor Administrator pursuant to Section 9 of the Administration Agreement, or (iii) except as expressly provided in the Indenture, to sell the Collateral after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed and authorized by the Insurer, or if the Class A Notes are no longer Outstanding and no Reimbursement Amounts remain due and owing to the Insurer or if an Insurer Default has occurred and is continuing, the Certificateholders.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder or the Swap Counterparty is required; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder or the Swap Counterparty is not required but such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) the appointment pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder or the Swap Counterparty is required.

Prior Notice to the Certificateholders with Respect to Certain Matters. With 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 (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to other than an action brought by the aforementioned claims or lawsuits for collection Servicer on behalf of the ReceivablesTitling Trust and Persons having interests in the 20[__]-[__] SUBI Certificate to collect amounts owed under a 20[__]-[__] Lease or in respect of a 20[__]-[__] Vehicle); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, or any other Basic Documents, in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is not required but such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;; or (i) the appointment pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) the appointment pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders and each of the Rating Agencies in writing of the proposed action and none Certificateholders holding Certificates evidencing not less than a majority of the Certificateholders aggregate Percentage Interests of the Certificates shall not have notified the Owner Trustee in writing prior to the 30th calendar day (or such agreed upon shorter period) after such notice is given that such Certificateholders have it has withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of the ReceivablesTrust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesTrust Student Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture in circumstances where the no consent of any Noteholder is not required but and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;; or (id) the appointment pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) the appointment pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar the consent to the assignment by the Certificate Paying Agent or the Certificate Registrar of its respective obligations under the Indenture or this Agreement, as applicable; or (g) . The Owner Trustee shall notify the amendment of the Sale and Servicing Agreement Certificateholders in circumstances where the consent writing of any Noteholder is requiredappointment of a successor Certificate Paying Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to the Certificateholders with Respect to Certain Matters. 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 (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders (unless the Certificateholders have directed the Owner Trustee to take action) and the Rating Agencies in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or have provided alternative directionwritten direction and in the case of the Rating Agencies, the Rating Agency Condition shall have been met: (a) the initiation of any claim or lawsuit by the Trust Issuer (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 Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesMortgage Loans); (b) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is required; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder Certificateholder is not required but and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any the consent to the assignment by the Note Registrar, Paying Agent, Registrar or Indenture Trustee or Certificate Registrar to the assignment of its their respective obligations under the Indenture or this Agreement, as applicable; or; (f) the consent to the waiver of any default of any Basic Document; (g) the amendment consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article X hereof, dissolve, terminate or liquidate the Issuer in whole or in part; (i) merge or consolidate the Issuer with or into any other entity, or convey or transfer all or substantially all of the Sale Issuer’s assets to any other entity; (j) cause the Issuer to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (k) do any act which would make it impossible to carry on the ordinary business of the Issuer as described in Section 2.03 hereof; (l) confess a judgment against the Issuer; (m) possess Issuer assets, or assign the Issuer’s right to property, for other than an Issuer purpose; (n) cause the Issuer to lend any funds to any entity; or (o) change the Issuer’s purpose and Servicing Agreement powers from those set forth in circumstances where this Agreement. In addition the consent Issuer shall not commingle its assets with those of any Noteholder is requiredother entity. The Issuer shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Issuer shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Issuer shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Servicer, on behalf of the Issuer, shall maintain appropriate minutes or other records of all appropriate action. The Issuer shall maintain its office separate from the offices of the Sponsor, the Depositor and the Servicer. Notwithstanding the other provisions of this Section 5.01, the Owner Trustee shall not have the power, except upon the written direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Servicer or the Indenture Trustee.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders and the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) in writing of the proposed action and none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent Certificateholder and the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) has consented to such action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Transaction Document in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Transaction Document in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest interests of the Certificateholders; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required; (f) the amendment, change or modification of the Administration Agreement, other than 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 Certificateholders; (ig) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Transaction Document; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Transaction Document; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion 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; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Transaction Document or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (gp) the amendment lending of funds by the Trust to any entity. In addition, the Trust shall (i) hold itself out as a separate entity from each Certificateholder and not conduct any business in the name of any Certificateholder, (ii) correct any known misunderstanding regarding its separate identity, (iii) maintain adequate capital in light of its contemplated business operations, (iv) correct any known misunderstanding regarding its separate identity, (v) maintain appropriate minutes or other records of all appropriate actions and shall maintain its office and bank accounts separate from any other Person or entity, (vi) conduct its own business in its own name and use stationery, invoices, checks or other business forms under its own name and not that of any other Person, (vii) observe all formalities required under the Delaware Trust Statute and other formalities required by the Transaction Documents, (viii) conduct business with the Certificateholders or any Affiliate thereof on an arm’s-length basis, and (ix) maintain its financial and accounting books and records separate from those of any other Person or entity. In addition, the Trust shall not (i) guarantee or become obligated for the debts of any other person or entity, (ii) acquire the obligations or securities of its Certificateholders or its Affiliates, (iii) identify itself as a division of any other Person or entity, (iv) commingle its assets with those of any other Person or entity, (v) engage in any business activity in which it is not currently engaged other than as contemplated by the Transaction Documents and related documentation, (vi) form, or cause to be formed, any subsidiaries, (vii) own or acquire any asset other than as contemplated by the Transaction Documents and related documentation, (viii) acquire the obligations or securities of its Affiliates or the Seller, (ix) hold out its credit as being available to satisfy the obligations of any other person or entity, (x) identify itself as a division of any other person or entity, and (xi) make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity. Other than as expressly set forth herein, the Trust shall (i) pay its indebtedness, operating expenses and liabilities from its own funds, and neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity and (ii) not engage in any dissolution, liquidation, consolidation, merger or sale of assets. Other than as contemplated by the Transaction Documents and related documentation, the Trust shall (i) not pledge its assets for the benefit of any other person or entity and (ii) not follow the directions or instructions of the Sale Depositor. For accounting purposes, the Trust shall be treated as an entity separate and Servicing distinct from the Certificateholders. 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 written direction of the Certificateholders, and to the extent otherwise consistent with the Transaction Documents, to (i) remove or replace the Indenture Trustee, or (ii) institute a bankruptcy against the Trust. So long as the Indenture remains in circumstances where effect, to the consent extent permitted by applicable law, the Certificateholders shall have no power to commence, and shall not commence, any bankruptcy with respect to the Trust or direct the Owner Trustee to commence any bankruptcy with respect to the Trust. (q) The Owner Trustee shall not have the power, except upon the written direction of any Noteholder the Insurer, or if the Notes are no longer Outstanding and no Reimbursement Amounts remain due and owing to the Insurer or an Insurer Default has occurred and is requiredcontinuing, the Certificateholders, to (i) remove the Administrator under the Administration Agreement pursuant to Section 9 thereof, (ii) appoint a successor Administrator pursuant to Section 9 of the Administration Agreement, or (iii) except as expressly provided in the Indenture, to sell the Collateral after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed and authorized by the Insurer, or if the Notes are no longer Outstanding and no Reimbursement Amounts remain due and owing to the Insurer or if an Insurer Default has occurred and is continuing, the Certificateholders.

Prior Notice to the Certificateholders with Respect to Certain Matters. 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 (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders (unless the Certificateholders have directed the Owner Trustee to take action) and the Rating Agencies in writing of the proposed action and none of the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or have provided alternative directionwritten direction and in the case of the Rating Agencies, the Rating Agency Condition shall have been met: (a) the initiation of any claim or lawsuit by the 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 Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is required; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder Certificateholder is not required but and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any the consent to the assignment by the Note Registrar, Paying Agent, Registrar or Indenture Trustee or Certificate Registrar to the assignment of its their respective obligations under the Indenture or this Agreement, as applicable; or; (f) the consent to the waiver of any default of any Basic Document; (g) the amendment consent to the assignment by the Indenture Trustee or Master Servicer of their respective obligations under any Basic Document; (h) except as provided in Article X 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 Sale 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 or the other Basic Documents; (k) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (l) confess a judgment against the Trust; (m) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (n) cause the Trust to lend any funds to any entity; or (o) change the Trust’s purpose and Servicing Agreement powers from those set forth in circumstances where this Agreement. In addition the consent Trust shall not commingle its assets with those of any Noteholder is requiredother 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 and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Master Servicer, on behalf of the Trust, shall maintain appropriate minutes or other records of all appropriate action. The Trust shall maintain its office separate from the offices of the Sponsor, the Seller and the Master Servicer. Notwithstanding the other provisions of this Section 5.01, the Owner Trustee shall not have the power, except upon the written direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Master Servicer or the Indenture Trustee.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action (and the Certificateholders shall not direct the Owner Trustee to take any action) unless at least 30 thirty (30) days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders (unless the Certificateholders have directed the Owner Trustee to take action) and the Note Insurer in writing of the proposed action and none of neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders and/or the Note Insurer have withheld consent or the Certificateholders have provided alternative direction:written direction (any direction by the Certificateholders shall require the prior written consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the 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 Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust ActStatute); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is required; PROVIDED, that notwithstanding this Section 5.01, the prior written consent of the Note Insurer must be obtained for any amendment or change to this Agreement or ally other Basic Document; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder Certificateholder is not required but and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any the consent to the assignment by the Note Registrar, Paying Agent, Registrar or Indenture Trustee or Certificate Registrar to the assignment of its their respective obligations under the Indenture or this Agreement, as applicable; or; (f) the consent to the waiver of any default of any Basic Document; (g) the amendment consent to the assignment by the Indenture Trustee or Master Servicer of their respective obligations under any Basic Document; (h) except as provided in Article X 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 Sale 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 or the other Basic Documents; (k) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (l) confess a judgment against the Trust; (m) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (n) cause the Trust to lend any funds to any entity; or (o) change the Trust's purpose and Servicing Agreement powers from those set forth in circumstances where 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, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Master Servicer, on behalf of the Trust, shall maintain appropriate minutes or other records of all appropriate action. The Trust shall maintain its office separate from the offices of the Sponsor and the Master Servicer. Notwithstanding the other provisions of this Section 5.01, the Owner Trustee shall not have the power, except upon the written direction of the Certificateholders with the prior written consent of the Note Insurer, and to the extent otherwise consistent with the Basic 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 Noteholder is requiredapplicable 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 and the Insurance Agreement remain 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 the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders each Certificateholder in writing of the proposed action and none of the Certificateholders each Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that each Certificateholder has consented to such Certificateholders have withheld consent action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing in respect of the ReceivablesTrust Fund) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing in respect of the ReceivablesTrust Fund); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest interests of the Certificateholdersany Certificateholder; (e) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Transfer and Servicing Agreement, other than 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 Certificateholdersany Certificateholder; (ig) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Operative Agreement; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion 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; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (gp) the amendment lending of funds by the Trust to any entity. 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 and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sale Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. 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 Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Delaware Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from each Ownership Certificate Holder. 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 written direction of the Ownership Certificate Holder, and to the extent otherwise consistent with the Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii) institute a bankruptcy against the Trust. So long as the Indenture remains in effect, to the extent permitted by applicable law, the Ownership Certificate Holder shall have no power to commence, and shall not commence, any bankruptcy with respect to the Trust or direct the Owner Trustee to commence any bankruptcy with respect to the Trust. (q) The Owner Trustee shall not have the power, except upon the written direction of the Ownership Certificate Holder, to (i) remove the Trust Administrator under the Transfer and Servicing Agreement pursuant to Section 7.9 thereof, (ii) appoint a successor Trust Administrator pursuant to Section 7.9 of the Transfer and Servicing Agreement, or (iii) except as expressly provided in circumstances where the consent Indenture, to sell assets comprising the Trust Fund after the termination of any Noteholder is requiredthe Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed and authorized by the Ownership Certificate Holder.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders each Certificateholder in writing of the proposed action and none of the Certificateholders each Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that each Certificateholder has consented to such Certificateholders have withheld consent action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenturesupplemental indenture or of this Agreement, the Swap Agreements or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest interests of the Certificateholdersany Certificateholder; (e) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Transfer and Servicing Agreement, other than 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 Certificateholdersany Certificateholder; (ig) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Operative Agreement; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion 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; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (gp) the amendment lending of funds by the Trust to any entity. 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 and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sale Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. 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 Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Delaware Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from each Certificateholder. 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 written direction of the Ownership Certificate Holder, and to the extent otherwise consistent with the Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii) institute a bankruptcy against the Trust. So long as the Indenture remains in effect, to the extent permitted by applicable law, the Ownership Certificate Holder shall have no power to commence, and shall not commence, any bankruptcy with respect to the Trust or direct the Owner Trustee to commence any bankruptcy with respect to the Trust. (q) The Owner Trustee shall not have the power, except upon the written direction of the Ownership Certificate Holder, to (i) remove the Trust Administrator under the Transfer and Servicing Agreement pursuant to Section 7.10 thereof, (ii) appoint a successor Trust Administrator pursuant to Section 7.10 of the Transfer and Servicing Agreement, or (iii) except as expressly provided in circumstances where the consent Indenture, to sell the Collateral after the termination of any Noteholder is requiredthe Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed and authorized by the Ownership Certificate Holder.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders each Certificateholder in writing of the proposed action and none of the Certificateholders each Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that each Certificateholder has consented to such Certificateholders have withheld consent action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture, whether or not Indenture by a Supplemental Indenturesupplemental indenture or of this Agreement, the Interest Rate Swap Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest interests of the Certificateholdersany Certificateholder; (e) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Transfer and Servicing Agreement, other than 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 Certificateholdersany Certificateholder; (ig) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Operative Agreement; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion 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; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (gp) the amendment lending of funds by the Trust to any entity. 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 and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sale Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. 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 Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Delaware Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from each Certificateholder. 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 written direction of the Ownership Certificate Holder, and to the extent otherwise consistent with the Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii) institute a bankruptcy against the Trust. So long as the Indenture remains in effect, to the extent permitted by applicable law, the Ownership Certificate Holder shall have no power to commence, and shall not commence, any bankruptcy with respect to the Trust or direct the Owner Trustee to commence any bankruptcy with respect to the Trust. (q) The Owner Trustee shall not have the power, except upon the written direction of the Ownership Certificate Holder, to (i) remove the Trust Administrator under the Transfer and Servicing Agreement pursuant to Section 7.10 thereof, (ii) appoint a successor Trust Administrator pursuant to Section 7.10 of the Transfer and Servicing Agreement, or (iii) except as expressly provided in circumstances where the consent Indenture, to sell the Collateral after the termination of any Noteholder is requiredthe Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed and authorized by the Ownership Certificate Holder.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders Certificateholder in writing of the proposed action and none of the Certificateholders Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent Certificateholder has consented to such action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenturesupplemental indenture or of this Agreement, the Swap Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest interests of the Certificateholdersany Certificateholder; (e) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Transfer and Servicing Agreement, other than 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 Certificateholdersany Certificateholder; (ig) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Operative Agreement; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion 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; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (gp) the amendment lending of funds by the Trust to any entity. 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 and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sale Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. 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 Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Delaware Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity, except for federal income tax purposes. For accounting purposes, the Trust shall be treated as an entity separate and distinct from each Certificateholder. 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 written direction of the Ownership Certificate Holder, and to the extent otherwise consistent with the Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii) institute a bankruptcy against the Trust. So long as the Indenture remains in effect, to the extent permitted by applicable law, the Ownership Certificate Holder shall have no power to commence, and shall not commence, any bankruptcy with respect to the Trust or direct the Owner Trustee to commence any bankruptcy with respect to the Trust. (q) The Owner Trustee shall not have the power, except upon the written direction of the Ownership Certificate Holder, to (i) remove the Trust Administrator under the Transfer and Servicing Agreement pursuant to Section 7.10 thereof, (ii) appoint a successor Trust Administrator pursuant to Section 7.10 of the Transfer and Servicing Agreement, or (iii) except as expressly provided in circumstances where the consent Indenture, to sell the Collateral after the termination of any Noteholder is requiredthe Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed and authorized by the Ownership Certificate Holder.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action (and the Certificateholders shall not direct the Owner Trustee to take any action) unless at least 30 thirty (30) days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders (unless the Certificateholders have directed the Owner Trustee to take action) and the Note Insurer in writing of the proposed action and none of neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders and/or the Note Insurer have withheld consent or the Certificateholders have provided alternative direction:written direction (any direction by the Certificateholders shall require the prior written consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the 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 Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesMortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust ActStatute); (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Certificateholder is required; PROVIDED, that notwithstanding this Section 5.01, the prior written consent of the Note Insurer must be obtained for any amendment or change to this Agreement or any other Basic Document; (d) the amendment of the Indenture, whether or not by a Supplemental Indenture, other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder Certificateholder is not required but and such amendment materially adversely affects the interest of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any the consent to the assignment by the Note Registrar, Paying Agent, Registrar or Indenture Trustee or Certificate Registrar to the assignment of its their respective obligations under the Indenture or this Agreement, as applicable; or; (f) the consent to the waiver of any default of any Basic Document; (g) the amendment consent to the assignment by the Indenture Trustee or Master Servicer of their respective obligations under any Basic Document; (h) except as provided in Article X 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 Sale 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 or the other Basic Documents; (k) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (l) confess a judgment against the Trust; (m) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (n) cause the Trust to lend any funds to any entity; or (o) change the Trust's purpose and Servicing Agreement powers from those set forth in circumstances where 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, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Master Servicer, on behalf of the Trust, shall maintain appropriate minutes or other records of all appropriate action. The Trust shall maintain its office separate from the offices of the Sponsor and the Master Servicer. Notwithstanding the other provisions of this Section 5.01, the Owner Trustee shall not have the power, except upon the written direction of the Certificateholders with the prior written consent of the Note Insurer, and to the extent otherwise consistent with the Basic 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 Noteholder is requiredapplicable 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 and the Insurance Agreement remain 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 the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders each Certificateholder in writing of the proposed action and none of the Certificateholders each Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that each Certificateholder has consented to such Certificateholders have withheld consent action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture, whether or not Indenture by a Supplemental Indenturesupplemental indenture or of this Agreement, the Interest Rate Cap Agreements or any other Operative Agreement in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest interests of the Certificateholdersany Certificateholder; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Sale and Servicing Agreement, other than 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 Certificateholdersany Certificateholder; (ig) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Operative Agreement; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion 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; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust's purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust's right to property, for other than a Trust purpose; or (gp) the amendment lending of funds by the Trust to any entity. 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 and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sale Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and Servicing Agreement in circumstances where related documentation. 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 consent of any Noteholder is required.Operative Agreements and related

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders each Certificateholder in writing of the proposed action and none of the Certificateholders each Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that each Certificateholder has consented to such Certificateholders have withheld consent action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest interests of the Certificateholdersany Certificateholder; (e) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Transfer and Servicing Agreement, other than 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 Certificateholdersany Certificateholder; (ig) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Operative Agreement; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion 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; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (gp) the amendment lending of funds by the Trust to any entity. 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 and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sale Depositor or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. 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 Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Delaware Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from each Certificateholder. 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 written direction of the Ownership Certificate Holder, and to the extent otherwise consistent with the Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii) institute a bankruptcy against the Trust. So long as the Indenture remains in effect, to the extent permitted by applicable law, the Ownership Certificate Holder shall have no power to commence, and shall not commence, any bankruptcy with respect to the Trust or direct the Owner Trustee to commence any bankruptcy with respect to the Trust. (q) The Owner Trustee shall not have the power, except upon the written direction of the Ownership Certificate Holder, to (i) remove the Trust Administrator under the Transfer and Servicing Agreement pursuant to Section 7.10 thereof, (ii) appoint a successor Trust Administrator pursuant to Section 7.10 of the Transfer and Servicing Agreement, or (iii) except as expressly provided in circumstances where the consent Indenture, to sell the Collateral after the termination of any Noteholder is requiredthe Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed and authorized by the Ownership Certificate Holder.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none the holders of a majority of the Certificateholders Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders holders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables)Trust; (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest of the Certificateholders;; and (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Trust Administrator or pursuant to this Trust Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trust Administrator, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Trust Agreement, as applicable; or (g) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Noteholder is required.

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders)action, the Owner Trustee shall have notified the Certificateholders each Certificateholder in writing of the proposed action and none of the Certificateholders each Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that each Certificateholder has consented to such Certificateholders have withheld consent action or provided alternative direction: (a) the The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the ReceivablesCollateral) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the ReceivablesCollateral); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Delaware Trust ActStatute); (c) the amendment of the Indenture, whether or not Indenture by a Supplemental Indenture, supplemental indenture or of this Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture, whether or not Indenture by a Supplemental Indenturesupplemental indenture or of this Agreement, the Interest Rate Cap Agreements or any other Operative Agreement in circumstances where the consent of any Noteholder is not required but and such amendment materially adversely affects the interest interests of the Certificateholdersany Certificateholder; (e) the amendment of the Sale and Servicing Agreement in circumstances where the consent of any Securityholder is required; (f) the amendment, change or modification of the Administration Sale and Servicing Agreement, other than 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 Certificateholdersany Certificateholder; (ig) the appointment pursuant to the Indenture of a successor Note Registrar Registrar, Paying Agent or Paying Agent, (ii) the appointment Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or (iii) any Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee Trustee, Certificate Registrar or Certificate Registrar to the assignment Paying Agent of its respective obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Operative Agreement; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Operative Agreement; (j) except as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust in whole or in part; (k) the merger, conversion 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; (l) the incurrence, assumption or guaranty by the Trust of any indebtedness other than as set forth in this Agreement; (m) the taking of any action which conflicts with any Operative Agreement or would make it impossible to carry on the ordinary business of the Trust or change the Trust’s purpose and powers set forth in this Agreement; (n) the confession of a judgment against the Trust; (o) the possession of the Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; or (gp) the amendment lending of funds by the Trust to any entity. 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 and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. Except as expressly set forth herein, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets. 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 or any of its Affiliates. The Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Operative Agreements and related documentation. 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 Agreements and related documentation. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Delaware Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from each Certificateholder. 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 written direction of the Ownership Certificate Holder, and to the extent otherwise consistent with the Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii) institute a bankruptcy against the Trust. So long as the Indenture remains in effect, to the extent permitted by applicable law, the Ownership Certificate Holder shall have no power to commence, and shall not commence, any bankruptcy with respect to the Trust or direct the Owner Trustee to commence any bankruptcy with respect to the Trust. The Owner Trustee shall not have the power, except upon the written direction of the Ownership Certificate Holder, to (i) remove the Trust Administrator under the Sale and Servicing Agreement pursuant to Section [7.10] thereof, (ii) appoint a successor Trust Administrator pursuant to Section [7.10] of the Sale and Servicing Agreement Agreement, or (iii) except as expressly provided in circumstances where the consent Indenture, to sell the Collateral after the termination of any Noteholder is requiredthe Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed and authorized by the Ownership Certificate Holder.