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

Prior Notice to the Holder 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, the Owner Trustee shall have notified the Holder in writing of the proposed action and the Holder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Holder has consented to such action or provided alternative direction: (a) The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Collateral) 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 Collateral); (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 Delaware Trust Statute); (c) the amendment of the Indenture by a 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 by a supplemental indenture or of this Agreement, any Cap Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Holder; (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 Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Holder; (g) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its 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 (p) the 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 the 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 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 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 Holder, to (i) remove the Securities Administrator under the Administration Agreement pursuant to Section 9 thereof, (ii) appoint a successor Securities 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 Holder.

Prior Notice to the Holder 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, the Owner Trustee shall have notified the Holder in writing of the proposed action and the Holder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Holder has consented to such action or provided alternative direction: (a) The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Collateral) 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 Collateral); (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 Delaware Trust Statute); (c) the amendment of the Indenture by a 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 by a supplemental indenture or of this Agreement, any Cap Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Holder; (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 Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Holder; (g) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its 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 (p) the 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 the 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 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 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 Holder, to (i) remove the Securities Administrator under the Administration Agreement pursuant to Section 9 thereof, (ii) appoint a successor Securities 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 Holder.

Prior Notice to the Holder 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, the Owner Trustee shall have notified the Holder in writing of the proposed action and the Holder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Holder has consented to such action or provided alternative direction: (a) The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Collateral) 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 Collateral); (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 Delaware Trust Statute); (c) the amendment of the Indenture by a 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 by a supplemental indenture or of this Agreement, any Cap Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Holder; (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 Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Holder; (g) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its 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 (p) the lending of funds by the Trust to any entity. In addition, the Trust shall (i) hold itself out as a separate entity from each Noteholder and not commingle its assets with those conduct any business in the name of any Noteholder, (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 entity. The records of all appropriate actions and shall maintain its office and bank accounts separate from the offices of the Depositor or any of its Affiliates, (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 Person, Noteholder or Affiliate, (vii) observe all formalities required under the Delaware Trust shall Statute and other formalities required by the Transaction Documents and (viii) correct any known misunderstanding regarding its separate identity, (ix) 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 hereinIn addition, the Trust shall not engage in (i) guarantee or become obligated for the debts of any dissolutionother person or entity, liquidation, consolidation, merger (ii) acquire the obligations 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 securities of its Noteholders or its Affiliates. The Trust shall not , (iii) identify itself as a division of any other person or entity, (iv) commingle its assets with those of any other entity, (v) 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 , (vi) form, or cause to be formed, any subsidiaries and shall not subsidiaries, (vii) own or acquire any asset other than as contemplated by the Operative Agreements and related documentation. Other than as contemplated by , (viii) acquire the Operative Agreements and related documentationobligations or securities of its Affiliates or the Seller, 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 (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, (xi) make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity and (xii) conduct business with the Noteholders or any Affiliate thereof on an arm’s-length basis. The 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 acquire the obligations engage in any dissolution, liquidation, consolidation, merger or securities sale of its Affiliates or the Sellerassets. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall (i) 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 entity and (ii) not identify itself as a division follow the directions or instructions of any other person or entitythe Depositor. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the 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 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 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 Holder, to (i) remove the Securities Administrator under the Administration Agreement pursuant to Section 9 [___] thereof, (ii) appoint a successor Securities 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 Holder.

Prior Notice to the Holder 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, the Owner Trustee shall have notified the Holder in writing of the proposed action and the Holder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Holder has consented to such action or provided alternative direction: (a) The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Collateral) 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 Collateral); (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 Delaware Trust Statute); (c) the amendment of the Indenture by a supplemental indenture or of this Agreement or any other Operative Agreement Document in circumstances where the consent of any Noteholder is required; (d) the amendment or other change of the Indenture by a supplemental indenture or of this Agreement, any the Swap Agreement, the Cap Agreement or any other Operative Agreement Document in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Holder; (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 Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Holder; (g) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture or this Agreement, as applicable; (h) the consent to the calling or waiver of any default of any Operative AgreementDocument; (i) the consent to the assignment by the Indenture Trustee of its obligations under any Operative AgreementDocument; (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 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 (p) the 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 Documents 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 Documents and related documentation. Other than as contemplated by the Operative Agreements Documents 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 Documents 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 the 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 Holder, and to the extent otherwise consistent with the Operative AgreementsDocuments, 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 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 Holder, to (i) remove the Securities Administrator under the Administration Agreement pursuant to Section 9 thereof, (ii) appoint a successor Securities 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 Holder.

Prior Notice to the Holder 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, the Owner Trustee shall have notified the Holder in writing of the proposed action and the Holder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Holder has consented to such action or provided alternative direction: (a) The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Collateral) 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 Collateral); (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 Delaware Trust Statute); (c) the amendment of the Indenture by a 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 by a supplemental indenture or of this Agreement, any Cap Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Holder; (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 Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Holder; (g) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its 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 (p) the 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 the 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 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 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 Holder, to (i) remove the Securities Administrator under the Administration Agreement pursuant to Section 9 thereof, (ii) appoint a successor Securities 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 Holder.

Prior Notice to the Holder 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, the Owner Trustee shall have notified the Holder in writing of the proposed action and the Holder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Holder has consented to such action or provided alternative direction: (a) The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Collateral) 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 Collateral); (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 Delaware Trust Statute); (c) the amendment of the Indenture by a 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 by a supplemental indenture or of this Agreement, any the Swap Agreement, the Cap Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Holder; (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 Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Holder; (g) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its 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 (p) the 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 the 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 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 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 Holder, to (i) remove the Securities Administrator under the Administration Agreement pursuant to Section 9 thereof, (ii) appoint a successor Securities 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 Holder.

Prior Notice to the Holder 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, the Owner Trustee shall have notified the Holder in writing of the proposed action and the Holder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Holder has consented to such action or provided alternative direction: (a) The initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Collateral) 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 Collateral); (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 Delaware Trust Statute); (c) the amendment of the Indenture by a 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 by a supplemental indenture or of this Agreement, any Cap Agreement or any other Operative Agreement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Holder; (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 Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Holder; (g) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or Certificate Paying Agent of its 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 (p) the lending of funds by the Trust to any entity. In addition, the Trust shall (i) hold itself out as a separate entity from each Noteholder and not commingle its assets with those conduct any business in the name of any Noteholder, (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 entity. The records of all appropriate actions and shall maintain its office and bank accounts separate from the offices of the Depositor or any of its Affiliates, (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 Person, Noteholder or Affiliate, (vii) observe all formalities required under the Delaware Trust shall Statute and other formalities required by the Transaction Documents and (viii) correct any known misunderstanding regarding its separate identity, (ix) 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 hereinIn addition, the Trust shall not engage in (i) guarantee or become obligated for the debts of any dissolutionother person or entity, liquidation, consolidation, merger (ii) acquire the obligations 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 securities of its Noteholders or its Affiliates. The Trust shall not , (iii) identify itself as a division of any other person or entity, (iv) commingle its assets with those of any other entity, (v) 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 , (vi) form, or cause to be formed, any subsidiaries and shall not subsidiaries, (vii) own or acquire any asset other than as contemplated by the Operative Agreements and related documentation. Other than as contemplated by , (viii) acquire the Operative Agreements and related documentationobligations or securities of its Affiliates or the Seller, 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 (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, (xi) make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity and (xii) conduct business with the Noteholders or any Affiliate thereof on an arm’s-length basis. The 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 acquire the obligations engage in any dissolution, liquidation, consolidation, merger or securities sale of its Affiliates or the Sellerassets. Other than as contemplated by the Operative Agreements and related documentation, the Trust shall (i) 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 entity and (ii) not identify itself as a division follow the directions or instructions of any other person or entitythe Depositor. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the 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 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 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 Holder, to (i) remove the Securities Administrator under the Administration Agreement pursuant to Section 9 thereof, (ii) appoint a successor Securities 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 Holder.