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

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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, the Owner Trustee shall have notified the Servicer each Certificateholder of record as of the preceding Record Date in writing of the proposed action and such Servicer each Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of under any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereofIX, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its accounts, its financial and accounting books books, and its records separate from those of any other entity. The Trust shall (i) conduct its own business in its own name; (ii) pay its own liabilities out of its own funds; (iii) maintain an arm’s-length relationship with its Affiliates; (iv) to the extent required by its business, use separate stationery, invoices, and checks; (v) hold itself out as a separate entity; (vi) correct any known misunderstanding regarding its separate identity; (vii) maintain adequate capital in light of its contemplated business operations; and (viii) prepare separate financial statements distinct from those of each Certificateholder and each of Affiliate of a Certificateholder, provided however that in lieu of separate financial statements, the Trust’s financial position, assets, liabilities, net worth and operating results may be included in the consolidated financial statements of any Certificateholder or an Affiliate if appropriate notation is made on such consolidated financial statements indicating (x) the separate identity of the Trust from the Certificateholder or such other Affiliate and (y) that the Trust’s assets and credit are not available to satisfy the debts and other obligations of the Certificateholder and such other Affiliate. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The To the fullest extent permitted by applicable law, the Owner Trustee shall not have the powerany power to, and shall not, except upon the written direction of the Servicer and to the extent otherwise consistent with the Basic DocumentsCertificateholder, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 with Respect to Certain Matters. With respect Subject to the following mattersprovisions and limitations of Section 4.05, the Owner Trustee shall not take action with respect to the following matters unless at least 30 days before the taking of any such action, action the Owner Trustee shall have notified the Servicer of record as of the preceding Record Date Certificateholders in writing of the proposed action and such Servicer Holders of Certificates evidencing not less than 51% of the Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) Issuer and the compromise settlement of any actionProceeding, investigation or claim or lawsuit brought by or against the Trust (except with respect to the aforementioned Issuer, in each case other than claims or lawsuits brought by the Servicer on behalf of the Issuer for collection on or in respect of the Receivables)Receivables and the Financed Vehicles; (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 Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Indenture Trustee is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 hereofSeven, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Issuer in whole or in part; (ji) merge the merger, conversion, or consolidate consolidation of the Trust Issuer with or into any other entity, or convey the conveyance or transfer of all or substantially all of the TrustIssuer’s assets to any other entity; (kj) cause the Trust to incurincurrence, assume assumption or guaranty of any indebtedness other than as set forth in this Agreement or the Basic Documents; (k) the confession of a judgment against the Issuer; (l) do the possession of the Issuer’s assets, or the assignment of the Issuer’s right to property, for other than an Issuer purpose; (m) the lending by the Issuer of any funds to any entity, unless permitted in the Basic Documents; (n) any change to the Issuer’s purpose and powers from those set forth in this Agreement; (o) any act that conflicts with any other Basic Document;; or (mp) do any act that would make it impossible to carry on the ordinary business of the Trust Issuer as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust2.03.

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer each Certificateholder of record as of the preceding Record Date in writing of the proposed action and such Servicer each Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of under any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereofIX, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The To the fullest extent permitted by applicable law, the Owner Trustee shall not have the powerany power to, and shall not, except upon the written direction of the Servicer and to the extent otherwise consistent with the Basic DocumentsCertificateholder, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So To the fullest extent permitted by applicable law, so long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of Sponsor and the preceding Record Date Insurer in writing of the proposed action and such Servicer the Sponsor, the Insurer and the Residual Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has the Sponsor or the Insurer 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 ActStatute); (b) the amendment of the Indenture by a supplemental Indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Residual Certificateholders; (ed) except pursuant to Section 9.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Administration Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Residual Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (ge) the consent to the calling or waiver of any default of any Basic Document; (hf) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ig) except as provided in Article 9 X hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (kh) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (li) do any act that conflicts with any other Basic Document; (mj) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 2.3 hereof; (n) confess a judgment against the Trust; (ok) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (pl) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qm) change the Trust’s purpose and powers from those set forth in this Trust Agreement. In additionAny action described under (b), (c), (d), (h), (i), (k), (l) and (m) shall require 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 not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices prior approval of the Depositor and the ServicerResidual Certificateholders. The Owner Trustee shall not have notify the power, except upon the direction Residual Certificateholders in writing of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any actionsuccessor Security Registrar, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 TrustCertificate Registrar within five Business Days thereof.

Prior Notice 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, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of on the Receivables); (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 Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Indenture Trustee is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 hereofVII, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Issuer in whole or in part; (ji) merge the merger, conversion, or consolidate consolidation of the Trust Issuer with or into any other entity, or convey the conveyance or transfer of all or substantially all of the TrustIssuer’s assets to any other entity; (kj) cause the Trust to incurincurrence, assume assumption or guaranty of any indebtedness other than as set forth in this Agreement or the Basic Documents; (k) the confession of a judgment against the Issuer; (l) do the possession of Issuer’s assets, or the assignment of the Issuer’s right to property, for other than a Issuer purpose; (m) the lending by the Issuer of any funds to any entity, unless permitted in the Basic Documents; (n) any change to the Issuer’s purpose and powers from those set forth in this Agreement; (o) any act that conflicts with any other Basic Document;; or (mp) do any act that would make it impossible to carry on the ordinary business of the Trust Issuer as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust2.03.

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of under any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereofIX, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of on the Receivables); (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 Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Indenture Trustee is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 hereofVII, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Issuer in whole or in part; (ji) merge the merger, conversion, or consolidate consolidation of the Trust Issuer with or into any other entity, or convey the conveyance or transfer of all or substantially all of the TrustIssuer’s assets to any other entity; (kj) cause the Trust to incurincurrence, assume assumption or guaranty of any indebtedness other than as set forth in this Agreement or the Basic Documents; (k) the confession of a judgment against the Issuer; (l) do the possession of Issuer’s assets, or the assignment of the Issuer’s right to property, for other than a Issuer purpose; (m) the lending by the Issuer of any funds to any entity, unless permitted in the Basic Documents; (n) any change to the Issuer’s purpose and powers from those set forth in this Agreement; (o) any act that conflicts with any other Basic Document;; or (mp) do any act that would make it impossible to carry on the ordinary business of the Trust Issuer as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust2.3.

Prior Notice 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 Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders specified in Section 4.04 hereof shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Owner Trustee (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 Owner Trustee (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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (ed) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or Master Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (ji) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (kj) cause the Trust Owner Trustee to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lk) do any act that conflicts with any other Basic Document; (ml) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (nm) confess a judgment against the TrustOwner Trustee; (on) possess Trust assets, or assign the Trust’s Owner Trustee's right to property, for other than a Trust purpose; (po) cause the Trust Owner Trustee to lend any funds to any entity, unless permitted in the Basic Documents; or (qp) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust Owner Trustee shall not commingle its assets with those of any other entity. The Trust Owner Trustee shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust Owner Trustee shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust Owner Trustee shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Master Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders pursuant to Section 4.04, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Master Servicer or the Indenture Trustee, (ii) institute proceedings to have the Owner Trustee or the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Owner Trustee or the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Owner Trustee or the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a conservator, receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Owner Trustee or the Trust or a substantial portion of the property of the Owner Trustee or the Trust, (vi) make any assignment for the benefit of the Owner Trustee's or the Trust’s 's creditors, (vii) cause the Owner Trustee or the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Owner Trustee or the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Owner Trustee or the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Owner Trustee or the Trust. Additionally, the Owner Trustee shall not have the power to commence a Bankruptcy Action without the unanimous prior approval of all Certificateholders and the delivery to the Owner Trustee by each such Certificateholder of a certification certifying that such Certificateholder reasonably believes that the Trust is insolvent.

Prior Notice 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 Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in the writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust to take any Bankruptcy Action with respect to the Trust.

Prior Notice with Respect to Certain Matters. With respect Subject to the following mattersprovisions and limitations of Section 4.05, the Owner Trustee shall not take action with respect to the following matters unless at least 30 days before the taking of any such action, action the Owner Trustee shall have notified the Servicer of record as of the preceding Record Date Certificateholders in writing of the proposed action and such Servicer Holders of Certificates evidencing not less than 51% of the Percentage Interests shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) Issuer and the compromise settlement of any actionProceeding, investigation or claim or lawsuit brought by or against the Trust (except with respect to the aforementioned Issuer, in each case other than claims or lawsuits brought by the Servicer on behalf of the Issuer for collection on or in respect of the Receivables)Receivables and the Financed Vehicles; (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 Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Indenture Trustee is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or the Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 hereofSeven, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Issuer in whole or in part; (ji) merge the merger, conversion, or consolidate consolidation of the Trust Issuer with or into any other entity, or convey the conveyance or transfer of all or substantially all of the TrustIssuer’s assets to any other entity; (kj) cause the Trust to incurincurrence, assume assumption or guaranty of any indebtedness other than as set forth in this Agreement or the other Basic Documents; (k) the confession of a judgment against the Issuer; (l) do the possession of the Issuer’s assets, or the assignment of the Issuer’s right to property, for other than an Issuer purpose; (m) the lending by the Issuer of any funds to any entity, unless permitted in the Basic Documents; (n) any change to the Issuer’s purpose and powers from those set forth in this Agreement; (o) any act that conflicts with any other Basic Document;; or (mp) do any act that would make it impossible to carry on the ordinary business of the Trust Issuer as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust2.03.

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of under any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereofIX, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 with Respect to Certain Matters. With respect to the following matters, the The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of Residual Interest Holders, the preceding Record Date in writing Certificateholders and each Rating Agency of the proposed action and each of the Residual Interest Holders and the Certificateholders have approved such Servicer shall not have notified action in writing, which approval has been received by the Owner Trustee in writing prior to by, the 30th day after such notice is given that such Servicer has withheld consent or provided alternative directionbeen given: (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); (bi) 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 Statutory Trust Act); (cii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (diii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Residual Interest Holders or the Certificateholders; (eiv) except pursuant to Section 17.01 hereof, the amendment, change or modification of the Administration this Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (iv) except as provided in Article 9 XVI hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lvi) do any act that conflicts with any other Basic Document; (m) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (nvii) confess a judgment against the Trust; (oviii) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (pix) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or; (qx) change the Trust’s 's purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to ; or (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (viixi) cause the Trust to admit incur, assume or guaranty any indebtedness except as set forth in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause this Agreement and the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trustother Basic Documents.

Prior Notice 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, the Owner Trustee shall have notified the Servicer each Certificateholder of record as of the preceding Record Date in writing of the proposed action and such Servicer each Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of under any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereofIX, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its accounts, its financial and accounting books books, and its records separate from those of any other entity. The Trust shall (i) conduct its own business in its own name; (ii) pay its own liabilities out of its own funds; (iii) maintain an arm’s-length relationship with its Affiliates; (iv) to the extent required by its business, use separate stationery, invoices, and checks; (v) hold itself out as a separate entity; (vi) correct any known misunderstanding regarding its separate identity; (vii) maintain adequate capital in light of its contemplated business operations; and (viii) prepare separate financial statements distinct from those of each Certificateholer and each of Affiliate of a Certificateholder, provided however that in lieu of separate financial statements, the Trust’s financial position, assets, liabilities, net worth and operating results may be included in the consolidated financial statements of any Certificateholder or an Affiliate if appropriate notation is made on such consolidated financial statements indicating (x) the separate identity of the Trust from the Certificateholder or such other Affiliate and (y) that the Trust’s assets and credit are not available to satisfy the debts and other obligations of the Certificateholder and such other Affiliate. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The To the fullest extent permitted by applicable law, the Owner Trustee shall not have the powerany power to, and shall not, except upon the written direction of the Servicer and to the extent otherwise consistent with the Basic DocumentsCertificateholder, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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.. 19 (2022-B Amended and Restated Trust Agreement)

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer each Certificateholder of record as of the preceding Record Date in writing of the proposed action and such Servicer each Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of under any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereofIX, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The To the fullest extent permitted by applicable law, the Owner Trustee shall not have the powerany power to, and shall not, except upon the written direction of the Servicer and to the extent otherwise consistent with the Basic DocumentsCertificateholder, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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.. 19 (2017-A Amended and Restated Trust Agreement)

Prior Notice with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action and the holder of the Trust Certificate shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as holder of the preceding Record Date Trust Certificate in writing of the proposed action and such Servicer the holder of the Trust Certificate shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer the holder of the Trust Certificate has withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesFinanced Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesFinanced 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)Trust; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Group I or Group II Notes is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Notes is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholdersholder of the Trust Certificate; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholdersholder of the Trust Certificate; (f) the appointment pursuant to this Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Paying Agent or Certificate Registrar of its obligations under this Trust Agreement; (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 RegistrarTrustee, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicableIndenture; (gh) the consent to the calling or waiver of any default of any Basic Document; (hi) the consent to the assignment by the Indenture Trustee Trustee, the Master Servicer, the Administrator or Servicer the Seller of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ij) except as provided in Article 9 IX hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Trust, in whole or in part; (jk) merge the merger or consolidate consolidation of the Trust with or into any other entity, or convey or, except as contemplated by the Sale and Servicing Agreement and the Indenture, the conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (kl) cause the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement or the Basic DocumentsAgreement; (lm) do doing any act that conflicts with any other Basic Document; (mn) do doing any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (no) confess confessing a judgment against the Trust; (op) possess possessing Trust assets, or assign assigning the Trust’s right to property, for other than a Trust purpose; (pq) changing the Trust’s purpose and powers from those set forth in this Agreement; or (r) cause the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entityPerson. 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 and any of its Affiliates. This Agreement and the ServicerBasic Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. 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. The Owner Trustee shall not have the power, except upon the direction of the Servicer holder of the Trust Certificate and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Master Servicer, the Administrator or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the (ii) through (viii) above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to neither the extent permitted by applicable lawDepositor, no Certificateholder nor, if different, holder of the Trust Certificate 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. In considering whether to take any Bankruptcy Action relating to the Trust, the Owner Trustee shall consider the interests of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to take any Bankruptcy Action relating to the Trust if the Owner Trustee shall not have been furnished (at the expense of the Person that requested that such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee shall not be personally liable to any holder of the Trust Certificate on account of the Owner Trustee’s good faith reliance on the provisions of this Section and no holder of the Trust Certificate shall have claim for breach of fiduciary duty or otherwise against the Owner Trustee for determining not to take any such Bankruptcy Action. The provisions of this Section do not constitute an acknowledgment or admission by the Trust, the Owner Trustee, any holder of the Trust Certificate or any creditor of the Trust that the Trust is eligible to be a debtor under the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended.

Prior Notice 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, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust Issuer (except with respect to the aforementioned claims or lawsuits for collection of on the Receivables); (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 Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Indenture Trustee is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 hereofVII, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Issuer in whole or in part; (ji) merge the merger, conversion, or consolidate consolidation of the Trust Issuer with or into any other entity, or convey the conveyance or transfer of all or substantially all of the TrustIssuer’s assets to any other entity; (kj) cause the Trust to incurincurrence, assume assumption or guaranty of any indebtedness other than as set forth in this Agreement or the Basic Documents; (k) the confession of a judgment against the Issuer; (l) do the possession of the Issuer’s assets, or the assignment of the Issuer’s right to property, for other than an Issuer purpose; (m) the lending by the Issuer of any funds to any entity, unless permitted in the Basic Documents; (n) any change to the Issuer’s purpose and powers from those set forth in this Agreement; (o) any act that conflicts with any other Basic Document;; or (mp) do any act that would make it impossible to carry on the ordinary business of the Trust Issuer as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust2.03.

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document;; 18 (2020-B Amended and Restated Trust Agreement) (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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.. 19 (2020-B Amended and Restated Trust Agreement)

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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.. 19 (2020-A Amended and Restated Trust Agreement)

Prior Notice 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, the Owner Trustee shall have notified the Servicer each Certificateholder of record as of the preceding Record Date in writing of the proposed action and such Servicer each Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of under any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereofIX, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its accounts, its financial and accounting books books, and its records separate from those of any other entity. The Trust shall (i) conduct its own business in its own name; (ii) pay its own liabilities out of its own funds; (iii) maintain an arm’s-length relationship with its Affiliates; (iv) to the extent required by its business, use separate stationery, invoices, and checks; (v) hold itself out as a separate entity; (vi) correct any known misunderstanding regarding its separate identity; (vii) maintain adequate capital in light of its contemplated business operations; and (viii) prepare separate financial statements distinct from those of each Certificateholder and each of Affiliate of a Certificateholder, provided however that in lieu of separate financial statements, the Trust’s financial position, assets, liabilities, net worth and operating results may be included in the consolidated financial statements of any Certificateholder or an Affiliate if appropriate notation is made on such consolidated financial statements indicating (x) the separate identity of the Trust from the Certificateholder or such other Affiliate and (y) that the Trust’s assets and credit are not available to satisfy the debts and other obligations of the Certificateholder and such other Affiliate. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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.other

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of Residual Certificateholders and the preceding Record Date Insurer in writing of the proposed action and such Servicer the Residual Certificateholders and the Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Residual Certificateholders or the Insurer 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 ActStatute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental Indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Residual Certificateholders; (ed) except pursuant to Section 9.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Administration Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Residual Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (ge) the consent to the calling or waiver of any default of any Basic Document; (hf) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ig) except as provided in Article 9 X hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (kh) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (li) do any act that conflicts with any other Basic Document; (mj) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 2.3 hereof; (n) confess a judgment against the Trust; (ok) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (pl) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qm) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have notify the power, except upon the direction Residual Certificateholders in writing of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any actionsuccessor Security Registrar, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 TrustCertificate Registrar within five Business Days thereof.

Prior Notice 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, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders specified in Section 4.04 hereof shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Owner Trustee (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 Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust Owner Trustee 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent. Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or the Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (ji) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (kj) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lk) do any act that conflicts with any other Basic Document; (ml) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (nm) confess a judgment against the Trust; (on) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (po) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qp) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders pursuant to Section 4.04, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Owner Trustee or the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Owner Trustee or the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Owner Trustee or the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a conservator, receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Owner Trustee or the Trust or a substantial portion of the property of the Owner Trustee or the Trust, (vi) make any assignment for the benefit of the Owner Trustee's or the Trust’s 's creditors, (vii) cause the Owner Trustee or the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Owner Trustee or the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, effect and to the fullest extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Owner Trustee or the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Owner Trustee or the Trust. Additionally, the Owner Trustee shall not have the power to commence a Bankruptcy Action without the unanimous prior approval of all Certificateholders and the delivery to the Owner Trustee by each such Certificateholder of a certification certifying that such Certificateholder reasonably believes that the Trust is insolvent.

Prior Notice 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 Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders specified in Section 4.04 hereof shall not have notified the Owner Trustee in writing prior to the thirtieth 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Owner Trustee (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 Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust Owner Trustee 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 by a supplemental indenture or any other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or the Master Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (ji) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (kj) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (lk) do any act that conflicts with any other Basic Document; (ml) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (nm) confess a judgment against the Trust; (on) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (po) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qp) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entityentity except, to the extent permitted hereunder, with the Owner Trustee. 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 not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Master Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders pursuant to Section 4.04, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Owner Trustee or the Trust declared or adjudicated a bankrupt or insolvent, (iiiii) consent to the institution of bankruptcy or insolvency proceedings against the Owner Trustee or the Trust, (iviii) file a petition or consent to a petition seeking reorganization or relief on behalf of the Owner Trustee or the Trust under any applicable federal or state law relating to bankruptcy, (viv) consent to the appointment of a conservator, receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Owner Trustee or the Trust or a substantial portion of the property of the Owner Trustee or the Trust, (viv) make any assignment for the benefit of the Owner Trustee's or the Trust’s 's creditors, (viivi) cause the Owner Trustee or the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viiivii) take any action, or cause the Owner Trustee or the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, effect and to the fullest extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Owner Trustee or the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Owner Trustee or the Trust. Additionally, the Owner Trustee shall not have the power to commence a Bankruptcy Action without the unanimous prior approval of all Certificateholders and the delivery to the Owner Trustee by each such Certificateholder of a certification certifying that such Certificateholder reasonably believes that the Trust is insolvent.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the Owner Trustee Trust shall not take action unless (a) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of Insurer and the preceding Record Date Rating Agencies in writing of the proposed action and such Servicer (b) the Insurer, if an Insurer Default shall not have occurred and be continuing, shall have previously consented in writing thereto and the Depositor shall not have (i) notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer it has withheld consent or (ii) provided alternative directionwritten direction prior to the 30th day after such notice is given: (aA) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the ReceivablesContracts) and the compromise settlement of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the ReceivablesContracts); (bB) 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); (cC) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fD) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Notes or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gE) the consent to the calling or waiver of any default of any Basic Transaction Document; (hF) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Transaction Document, unless permitted in the Basic Transaction Documents; (iG) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Transaction Documents; (H) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (I) cause the Trust to lend any funds to any entity, unless permitted in this Agreement or the Transaction Documents; (J) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (jK) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lL) do any act that conflicts with any other Basic Transaction Document; (mM) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 2.3 hereof; (nN) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qO) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate separately from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the any indebtedness, operating expenses and or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office offices separate from the offices of the Depositor and the Servicer. The Owner Trustee Trust shall not have the powermaintain an arms length relationship with its Affiliates, except upon the direction of the Servicer conduct its own business in its own name and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated hold itself out a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trustseparate entity from all other Persons.

Prior Notice 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 Servicer of record Certificateholders and the Note Insurer (so long as of the preceding Record Date no Note Insurer Default shall have occurred and be continuing) in writing of the proposed action and neither the Note Insurer (so long as no Note Insurer Default shall have occurred and be continuing, in which case the Indenture Trustee shall have such Servicer right of the Note Insurer) nor the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Owners or the Note Insurer (so long as no Note Insurer Default shall have occurred and be continuing) 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 Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the CertificateholdersOwners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record Certificateholders and the Note Insurer (so long as of the preceding Record Date no Note Insurer Default shall have occurred and be continuing) in writing of the proposed action and such Servicer neither the Note Insurer (so long as no Note Insurer Default shall not have occurred and be continuing) nor the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders or the Note Insurer (so long as no Note Insurer Default shall have occurred and be continuing) have withheld consent or provided alternative direction:direction (any direction by the Certificateholders shall require the prior consent of the Note Insurer unless the Notes are no longer outstanding and the Note Insurer has been paid in full): (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 Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Note Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or Note Insurer is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable;. (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in the writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains and the Insurance Agreement remain in effect, to the extent permitted by applicable laweffect 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 Trust to take any Bankruptcy Action with respect to the Trust.

Prior Notice 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, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders specified in Section 4.04 hereof shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (db) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (ec) the amendment, change or modification of the Administration Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;Certificateholder; or (fd) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent Registrar or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust Issuer shall not commingle its assets with those of any other entity. The Trust Issuer shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust Issuer shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust Issuer shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders pursuant to Section 4.04, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust Owner Trustee or the Issuer declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the TrustOwner Trustee or the Issuer, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust Owner Trustee or the Issuer under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a conservator, receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust Owner Trustee or the Issuer or a substantial portion of the property of the TrustOwner Trustee or the Issuer, (vi) make any assignment for the benefit of the Trust’s Owner Trustee's or the Issuer's creditors, (vii) cause the Trust Owner Trustee or the Issuer to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Trust Owner Trustee or the Issuer to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust Owner Trustee or the Issuer or direct the Owner Trustee to take any Bankruptcy Action with respect to the TrustOwner Trustee or the Issuer. Additionally, the Owner Trustee shall not have the power to commence a Bankruptcy Action without the unanimous prior approval of all Certificateholders and the delivery to the Owner Trustee by each such Certificateholder of a certification certifying that such Certificateholder reasonably believes that the Issuer is insolvent.

Prior Notice 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 Servicer of record Certificateholders and the Security Insurer (so long as of the preceding Record Date no Security Insurer Default shall have occurred and be continuing) in writing of the proposed action and such Servicer neither the Security Insurer (so long as no Security Insurer Default shall not have occurred and be continuing) nor the Owners shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Owners or the Security Insurer (so long as no Security Insurer Default shall have occurred and be continuing) 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 Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the CertificateholdersOwners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of Depositor and the preceding Record Date Insurer in writing of the proposed action and such Servicer the Depositor, the Insurer and the Residual Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has the Depositor or the Insurer 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 ActStatute); (b) the amendment of the Indenture by a supplemental Indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Residual Certificateholders; (ed) except pursuant to Section 9.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Administration Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Residual Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (ge) the consent to the calling or waiver of any default of any Basic Document; (hf) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ig) except as provided in Article 9 X hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (kh) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (li) do any act that conflicts with any other Basic Document; (mj) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 2.3 hereof; (n) confess a judgment against the Trust; (ok) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (pl) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qm) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In additionAny action described under (b), (c), (d), (h), (i), (k), (l) and (m) shall require 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 not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices prior approval of the Depositor and the ServicerResidual Certificateholders. The Owner Trustee shall not have notify the power, except upon the direction Residual Certificateholders in writing of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trustsuccessor Certificate Registrar within five Business Days thereof.

Prior Notice 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 Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer Certificateholders and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in the writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust to take any Bankruptcy Action with respect to the Trust.

Prior Notice 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 Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (dc) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (ed) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fe) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or Master Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (ji) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (kj) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lk) do any act that conflicts with any other Basic Document; (ml) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (nm) confess a judgment against the Trust; (on) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (po) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qp) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Master Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer Certificateholders, 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 a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in the writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust to take any Bankruptcy Action with respect to the Trust.

Prior Notice 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, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders specified in Section 4.04 hereof shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Owner Trustee (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 Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust Owner Trustee 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent. Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or the Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (ji) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (kj) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lk) do any act that conflicts with any other Basic Document; (ml) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (nm) confess a judgment against the Trust; (on) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (po) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qp) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders pursuant to Section 4.04, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Owner Trustee or the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Owner Trustee or the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Owner Trustee or the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a conservator, receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Owner Trustee or the Trust or a substantial portion of the property of the Owner Trustee or the Trust, (vi) make any assignment for the benefit of the Owner Trustee's or the Trust’s 's creditors, (vii) cause the Owner Trustee or the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Owner Trustee or the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Owner Trustee or the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Owner Trustee or the Trust. Additionally, the Owner Trustee shall not have the power to commence a Bankruptcy Action without the unanimous prior approval of all Certificateholders and the delivery to the Owner Trustee by each such Certificateholder of a certification certifying that such Certificateholder reasonably believes that the Trust is insolvent.

Prior Notice 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 Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust to take any Bankruptcy Action with respect to the Trust.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record Certificateholder and the Insurer (so long as of the preceding Record Date in writing Insurer is the Controlling Party) and each Rating Agency of the proposed action and the Certificateholder, with the prior written consent of the Insurer (so long as it is the Controlling Party), has approved such Servicer shall not have notified action in writing, which approval has been received by the Owner Trustee in writing prior to by, the 30th day after such notice is given that such Servicer has withheld consent or provided alternative directionbeen given: (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); (bi) 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 Statutory Trust Act); (cii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Insurer is required; (diii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the CertificateholdersCertificateholder; (eiv) except pursuant to Section 17.01 hereof, the amendment, change or modification of the Administration this Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (iv) except as provided in Article 9 XVI hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lvi) do any act that conflicts with any other Basic Document; (m) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (nvii) confess a judgment against the Trust; (oviii) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (pix) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or; (qx) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to ; or (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (viixi) cause the Trust to admit incur, assume or guaranty any indebtedness except as set forth in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause this Agreement and the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trustother Basic Documents.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the Owner Trustee Trust shall not take action unless (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of Insurer and the preceding Record Date Rating Agencies in writing of the proposed action and such Servicer (ii) the Insurer, if an Insurer Default shall not have occurred and be continuing, shall have consented in writing thereto and the Depositor shall not have (A) notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer it has withheld consent or (B) provided alternative directionwritten direction prior to the 30th day after such notice is given: (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the ReceivablesContracts) and the compromise settlement of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the ReceivablesContracts); (bii) 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); (ciii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fiv) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Notes or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gv) the consent to the calling or waiver of any default of any Basic Transaction Document; (hvi) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Transaction Document, unless permitted in the Basic Transaction Documents; (ivii) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Transaction Documents; (viii) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (ix) cause the Trust to lend any funds to any entity, unless permitted in this Agreement or the Transaction Documents; (x) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (jxi) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lxii) do any act that conflicts with any other Basic Transaction Document; (mxiii) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 2.3 hereof; (nxiv) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qxv) change the Trust’s 's purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate separately from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the any indebtedness, operating expenses and or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office offices separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders specified in Section 4.04 hereof shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (db) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (ec) the amendment, change or modification of the Administration Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;Certificateholder; or (fd) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent Registrar or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust Issuer shall not commingle its assets with those of any other entity. The Trust Issuer shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust Issuer shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust Issuer shall maintain appropriate 11 Amended and Restated Trust Agreement 2007-1 minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders pursuant to Section 4.04, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust Owner Trustee or the Issuer declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the TrustOwner Trustee or the Issuer, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust Owner Trustee or the Issuer under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a conservator, receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust Owner Trustee or the Issuer or a substantial portion of the property of the TrustOwner Trustee or the Issuer, (vi) make any assignment for the benefit of the Trust’s Owner Trustee's or the Issuer's creditors, (vii) cause the Trust Owner Trustee or the Issuer to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Trust Owner Trustee or the Issuer to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust Owner Trustee or the Issuer or direct the Owner Trustee to take any Bankruptcy Action with respect to the TrustOwner Trustee or the Issuer. Additionally, the Owner Trustee shall not have the power to commence a Bankruptcy Action without the unanimous prior approval of all Certificateholders and the delivery to the Owner Trustee by each such Certificateholder of a certification certifying that such Certificateholder reasonably believes that the Issuer is insolvent.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the Owner Eligible Lender Trustee shall not take action and neither the holder of the Trust Certificate nor the Securities Insurer shall direct the Eligible Lender Trustee to take any action, unless (i) (with respect to any action affecting the Group II Notes and so long as no Securities Insurer Default has occurred and is continuing) the Securities Insurer (except with respect to those actions set forth in paragraph (e) below) has provided its written consent, and (ii) at least 30 days before the taking of such action, the Owner Eligible Lender Trustee shall have notified the Servicer of record as holder of the preceding Record Date Trust Certificate and the Securities Insurer in writing of the proposed action and such Servicer neither the holder of the Trust Certificate nor (except with respect to those actions set forth in paragraph (e) below) the Securities Insurer (with respect to any action affecting the Group II Notes) shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Servicer the Securities Insurer (with respect to any action affecting the Group II Notes) or the holder of the Trust Certificate has withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesFinanced Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesFinanced 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)Trust; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Group I or Group II Notes or the Securities Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Notes or the Securities Insurer is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholdersholder of the Trust Certificate; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholdersholder of the Trust Certificate; (f) the appointment pursuant to this Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Paying Agent or Certificate Registrar of its obligations under this Trust Agreement; (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 RegistrarTrustee, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicableIndenture; (gh) the consent to the calling or waiver of any default of any Basic Document; (hi) the consent to the assignment by the Indenture Trustee Trustee, the Master Servicer, the Administrator or Servicer the Seller of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ij) except as provided in Article 9 IX hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Trust, in whole or in part; (jk) merge the merger or consolidate consolidation of the Trust with or into any other entity, or convey or, except as contemplated by the Sale and Servicing Agreement and the Indenture, the conveyance or transfer of all or substantially all of the Trust’s 's assets to any other entity; (kl) cause the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement or the Basic DocumentsAgreement; (lm) do doing any act that conflicts with any other Basic Document; (mn) do doing any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (no) confess confessing a judgment against the Trust; (op) possess possessing Trust assets, or assign assigning the Trust’s 's right to property, for other than a Trust purpose; (pq) changing the Trust's purpose and powers from those set forth in this Agreement; or (r) cause the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entityPerson. 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 and any of its Affiliates. This Agreement and the ServicerBasic Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. The Owner 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. The Eligible Lender Trustee shall not have the power, except upon the direction of the Servicer holder of the Trust Certificate and, to the extent permitted by applicable law (with respect to any action affecting the Group II Notes and so long as no Securities Insurer Default has occurred and is continuing) with the consent of the Securities Insurer (which consent shall not be unreasonably withheld), and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Master Servicer, the Administrator or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the (ii) through (viii) above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to neither the extent permitted by applicable lawDepositor, no Certificateholder nor, if different, holder of the Trust Certificate shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Eligible Lender Trustee to take any Bankruptcy Action with respect to the Trust. In considering whether to take any Bankruptcy Action relating to the Trust, the Eligible Lender Trustee shall consider the interests of the Noteholders, the Swap Counterparty and the Securities Insurer in addition to the interests of the Trust and whether the Trust is insolvent. The Eligible Lender Trustee shall have no duty to take any Bankruptcy Action relating to the Trust if the Eligible Lender Trustee shall not have been furnished (at the expense of the Person that requested that such letter be furnished to the Eligible Lender Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Eligible Lender Trustee shall not be personally liable to any holder of the Trust Certificate on account of the Eligible Lender Trustee's good faith reliance on the provisions of this Section and no holder of the Trust Certificate shall have claim for breach of fiduciary duty or otherwise against the Eligible Lender Trustee for determining not to take any such Bankruptcy Action. The provisions of this Section do not constitute an acknowledgment or admission by the Trust, the Eligible Lender Trustee, any holder of the Trust Certificate or any creditor of the Trust that the Trust is eligible to be a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as amended.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record Certificateholder and the Insurer (so long as of the preceding Record Date in writing Insurance Agreement has not terminated) of the proposed action and the Certificateholder, with the prior written consent of the Insurer (so long as it is the Controlling Party), has approved such Servicer shall not have notified action in writing, which approval has been received by the Owner Trustee in writing prior to by, the 30th day after such notice is given that such Servicer has withheld consent or provided alternative directionbeen given: (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); (bi) 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 Statutory Trust ActStatute); (cii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Insurer is required;; TRUST AND SERVICING AGREEMENT (diii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholders; (eiv) except pursuant to Section 17.01 of this Agreement, the amendment, change or modification of the Administration this Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (iv) except as provided in Article 9 XVI hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lvi) do any act that conflicts with any other Basic Document; (m) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (nvii) confess a judgment against the Trust; (oviii) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (pix) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or; (qx) change the Trust’s 's purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to ; or (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (viixi) cause the Trust to admit incur, assume or guaranty any indebtedness except as set forth in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trustthis Agreement.

Prior Notice 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 Servicer of record Certificateholders and the Security Insurer (so long as of the preceding Record Date no Security Insurer Default shall have occurred and be continuing) in writing of the proposed action and such Servicer neither the Security Insurer (so long as no Security Insurer Default shall not have occurred and be continuing) nor the Owners shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Owners or the Security Insurer (so long as no Security Insurer Default shall have occurred and be continuing) 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 Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the CertificateholdersOwners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders specified in Section 4.04 hereof shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (db) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (ec) the amendment, change or modification of the Administration Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;Certificateholder; or (fd) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent Registrar or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust Issuer shall not commingle its assets with those of any other entity. The Trust Issuer shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust Issuer shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust Issuer shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders pursuant to Section 4.04, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust Owner Trustee or the Issuer declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the TrustOwner Trustee or the Issuer, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust Owner Trustee or the Issuer under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a conservator, receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust Owner Trustee or the Issuer or a substantial portion of the property of the TrustOwner Trustee or the Issuer, (vi) make any assignment for the benefit of the Trust’s Owner Trustee's or the Issuer's creditors, (vii) cause the Trust Owner Trustee or the Issuer to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Trust Owner Trustee or the Issuer to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”"BANKRUPTCY ACTION"). So long as the Indenture remains in effect, to the extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust Owner Trustee or the Issuer or direct the Owner Trustee to take any Bankruptcy Action with respect to the TrustOwner Trustee or the Issuer. Additionally, the Owner Trustee shall not have the power to commence a Bankruptcy Action without the unanimous prior approval of all Certificateholders and the delivery to the Owner Trustee by each such Certificateholder of a certification certifying that such Certificateholder reasonably believes that the Issuer is insolvent.

Prior Notice 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 Servicer each Certificateholder of record as of the preceding Record Date in writing of the proposed action and such Servicer each Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of under any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereofIX, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The To the fullest extent permitted by applicable law, the Owner Trustee shall not have the powerany power to, and shall not, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic DocumentsCertificateholder, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So To the fullest extent permitted by applicable law, so long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record Certificateholders and the Security Insurer (so long as of the preceding Record Date no Security Insurer Default shall have occurred and be continuing) in writing of the proposed action and such Servicer neither the Security Insurer (so long as no Security Insurer Default shall not have occurred and be continuing) nor the Owners shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Owners or the Security Insurer (so long as no Security Insurer Default shall have occurred and be continuing) 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 Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the CertificateholdersOwners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 TrustSECTION 4.02.

Prior Notice with Respect to Certain Matters. (a) With respect to the following matters, the Owner Trustee shall not take action unless at least 30 thirty (30) days before the the. taking of such action, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesLoans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of on the ReceivablesLoans); (bii) 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); (ciii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Indenture Trustee is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (eiv) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fv) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gvi) the consent to the calling or waiver of any default of any Basic Document; (hvii) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (iviii) except as provided in Article 9 IX hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust in whole or in part; (jix) merge the merger, conversion, or consolidate consolidation of the Trust with or into any other entity, or convey the conveyance or transfer of all or substantially all of the Trust’s assets to any other entity;; Amended and Restated Trust Agreement (kx) cause the Trust to incurincurrence, assume assumption or guaranty of any indebtedness other than as set forth in this Agreement or the Basic Documents; (lxi) do the confession of a judgment against the Trust; (xii) the possession of Trust assets, or the assignment of the Trust’s right to property, for other than a Trust purpose; (xiii) the lending by the Trust of any funds to any entity, unless permitted in the Basic Documents; (xiv) any change to the Trust’s purpose and powers from those set forth in this Agreement; (xv) any act that conflicts with any other Basic Document;; or (mxvi) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 2.3 hereof;. (nb) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the 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 not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor Initial Beneficiary and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 with Respect to Certain Matters. With respect to the following matters, the Owner Eligible Lender Trustee shall not take action and neither the holder of the Trust Certificate nor the Securities Insurer shall direct the Eligible Lender Trustee to take any action, unless (i) (with respect to any action affecting the Group II Insured Notes and so long as no Securities Insurer Default has occurred and is continuing) the Securities Insurer (except with respect to those actions set forth in paragraph (e) below) has provided its written consent, and (ii) at least 30 days before the taking of such action, the Owner Eligible Lender Trustee shall have notified the Servicer of record as holder of the preceding Record Date Trust Certificate and the Securities Insurer in writing of the proposed action and such Servicer neither the holder of the Trust Certificate nor (except with respect to those actions set forth in paragraph (e) below) the Securities Insurer (with respect to any action affecting the Group II Insured Notes) shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Servicer the Securities Insurer (with respect to any action affecting the Group II Notes) or the holder of the Trust Certificate has withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesFinanced Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesFinanced 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)Trust; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Group I or Group II Notes or the Securities Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Notes or the Securities Insurer is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholdersholder of the Trust Certificate; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholdersholder of the Trust Certificate; (f) the appointment pursuant to this Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Paying Agent or Certificate Registrar of its obligations under this Trust Agreement; (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 RegistrarTrustee, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicableIndenture; (gh) the consent to the calling or waiver of any default of any Basic Document; (hi) the consent to the assignment by the Indenture Trustee Trustee, the Master Servicer, the Administrator or Servicer the Seller of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ij) except as provided in Article 9 IX hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Trust, in whole or in part; (jk) merge the merger or consolidate consolidation of the Trust with or into any other entity, or convey or, except as contemplated by the Sale and Servicing Agreement and the Indenture, the conveyance or transfer of all or substantially all of the Trust’s 's assets to any other entity; (kl) cause the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement or the Basic DocumentsAgreement; (lm) do doing any act that conflicts with any other Basic Document; (mn) do doing any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (no) confess confessing a judgment against the Trust; (op) possess possessing Trust assets, or assign assigning the Trust’s 's right to property, for other than a Trust purpose; (pq) changing the Trust's purpose and powers from those set forth in this Agreement; or (r) cause the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entityPerson. 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 and any of its Affiliates. This Agreement and the ServicerBasic Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. The Owner 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. The Eligible Lender Trustee shall not have the power, except upon the direction of the Servicer holder of the Trust Certificate and, to the extent permitted by applicable law (with respect to any action affecting the Group II Insured Notes and so long as no Securities Insurer Default has occurred and is continuing) with the consent of the Securities Insurer (which consent shall not be unreasonably withheld), and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Master Servicer, the Administrator or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the (ii) through (viii) above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to neither the extent permitted by applicable lawDepositor, no Certificateholder nor, if different, holder of the Trust Certificate shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Eligible Lender Trustee to take any Bankruptcy Action with respect to the Trust. In considering whether to take any Bankruptcy Action relating to the Trust, the Eligible Lender Trustee shall consider the interests of the Noteholders, the Swap Counterparty and the Securities Insurer in addition to the interests of the Trust and whether the Trust is insolvent. The Eligible Lender Trustee shall have no duty to take any Bankruptcy Action relating to the Trust if the Eligible Lender Trustee shall not have been furnished (at the expense of the Person that requested that such letter be furnished to the Eligible Lender Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Eligible Lender Trustee shall not be personally liable to any holder of the Trust Certificate on account of the Eligible Lender Trustee's good faith reliance on the provisions of this Section and no holder of the Trust Certificate shall have claim for breach of fiduciary duty or otherwise against the Eligible Lender Trustee for determining not to take any such Bankruptcy Action. The provisions of this Section do not constitute an acknowledgment or admission by the Trust, the Eligible Lender Trustee, any holder of the Trust Certificate or any creditor of the Trust that the Trust is eligible to be a debtor under the United States Bankruptcy Code, 11 U.S.C. Sections 101 et seq., as amended.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the Owner Eligible Lender Trustee shall not take action and the holder of the Trust Certificate shall not direct the Eligible Lender Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Eligible Lender Trustee shall have notified the Servicer of record as holder of the preceding Record Date Trust Certificate in writing of the proposed action and such Servicer the holder of the Trust Certificate shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Servicer the holder of the Trust Certificate has withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesFinanced Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesFinanced 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)Trust; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Group I or Group II Notes is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Notes is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholdersholder of the Trust Certificate; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholdersholder of the Trust Certificate; (f) the appointment pursuant to this Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Paying Agent or Certificate Registrar of its obligations under this Trust Agreement; (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 RegistrarTrustee, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicableIndenture; (gh) the consent to the calling or waiver of any default of any Basic Document; (hi) the consent to the assignment by the Indenture Trustee Trustee, the Master Servicer, the Administrator or Servicer the Seller of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ij) except as provided in Article 9 IX hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Trust, in whole or in part; (jk) merge the merger or consolidate consolidation of the Trust with or into any other entity, or convey or, except as contemplated by the Sale and Servicing Agreement and the Indenture, the conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (kl) cause the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement or the Basic DocumentsAgreement; (lm) do doing any act that conflicts with any other Basic Document; (mn) do doing any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (no) confess confessing a judgment against the Trust; (op) possess possessing Trust assets, or assign assigning the Trust’s right to property, for other than a Trust purpose; (pq) changing the Trust’s purpose and powers from those set forth in this Agreement; or (r) cause the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entityPerson. 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 and any of its Affiliates. This Agreement and the ServicerBasic Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. The Owner 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. The Eligible Lender Trustee shall not have the power, except upon the direction of the Servicer holder of the Trust Certificate and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Master Servicer, the Administrator or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the (ii) through (viii) above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to neither the extent permitted by applicable lawDepositor, no Certificateholder nor, if different, holder of the Trust Certificate shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Eligible Lender Trustee to take any Bankruptcy Action with respect to the Trust. In considering whether to take any Bankruptcy Action relating to the Trust, the Eligible Lender Trustee shall consider the interests of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent. The Eligible Lender Trustee shall have no duty to take any Bankruptcy Action relating to the Trust if the Eligible Lender Trustee shall not have been furnished (at the expense of the Person that requested that such letter be furnished to the Eligible Lender Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Eligible Lender Trustee shall not be personally liable to any holder of the Trust Certificate on account of the Eligible Lender Trustee’s good faith reliance on the provisions of this Section and no holder of the Trust Certificate shall have claim for breach of fiduciary duty or otherwise against the Eligible Lender Trustee for determining not to take any such Bankruptcy Action. The provisions of this Section do not constitute an acknowledgment or admission by the Trust, the Eligible Lender Trustee, any holder of the Trust Certificate or any creditor of the Trust that the Trust is eligible to be a debtor under the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of Certificateholder and the preceding Record Date in writing Note Insurer of the proposed action and the Certificateholder, with the prior written consent of the Note Insurer, has approved such Servicer shall not have notified action in writing, which approval has been received by the Owner Trustee in writing prior to by the 30th day after such notice is given that such Servicer has withheld consent or provided alternative directionbeen given: (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); (bi) 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); (cii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Note Insurer is required; (diii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholders; (eiv) except pursuant to Section 12.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Administration Sale and Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;. (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (iv) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lvi) do any act that conflicts with any other Basic Document; (m) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (nvii) confess a judgment against the Trust;; or (oviii) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (pix) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or; (qx) change the Trust’s 's purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to ; or (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (viixi) cause the Trust to admit incur, assume or guaranty any indebtedness except as set forth in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 TrustBasic Documents.

Prior Notice with Respect to Certain Matters. (a) With respect to the following matters, the Owner Trustee shall not take action unless at least 30 thirty (30) days before the the. taking of such action, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction:: Amended and Restated Trust Agreement (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesLoans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of on the ReceivablesLoans); (bii) 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); (ciii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Indenture Trustee is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (eiv) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fv) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gvi) the consent to the calling or waiver of any default of any Basic Document; (hvii) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (iviii) except as provided in Article 9 IX hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust in whole or in part; (jix) merge the merger, conversion, or consolidate consolidation of the Trust with or into any other entity, or convey the conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (kx) cause the Trust to incurincurrence, assume assumption or guaranty of any indebtedness other than as set forth in this Agreement or the Basic Documents; (lxi) do the confession of a judgment against the Trust; (xii) the possession of Trust assets, or the assignment of the Trust’s right to property, for other than a Trust purpose; (xiii) the lending by the Trust of any funds to any entity, unless permitted in the Basic Documents; Amended and Restated Trust Agreement (xiv) any change to the Trust’s purpose and powers from those set forth in this Agreement; (xv) any act that conflicts with any other Basic Document;; or (mxvi) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 2.3 hereof;. (nb) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the 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 not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor Initial Beneficiary and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders specified in Section 4.04 hereof shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (db) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (ec) the amendment, change or modification of the Administration Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;Certificateholder; or (fd) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent Registrar or the Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust Issuer shall not commingle its assets with those of any other entity. The Trust Issuer shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust Issuer shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of the preceding Record Date Owners in writing of the proposed action and such Servicer the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Owners 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 ReceivablesReceivables and the Transferor Certificate) 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 ReceivablesReceivables and the Transferor Certificate); (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 Base Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Base Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the CertificateholdersOwners; (e) the amendment, change or modification of the Sale and Servicing Agreement and the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the CertificateholdersOwners; (f) the appointment pursuant to the Base Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Base Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (nm) confess a judgment against the Trust; (on) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (po) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qp) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain (or cause to be maintained) appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Owners, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or 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 Notwithstanding anything herein to the contrary, so long as the Base Indenture remains in effect, to the extent permitted by applicable laweffect and any Series of Notes is outstanding, no Certificateholder Owner shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee Trust to take any Bankruptcy Action with respect to the Trust.

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; oror 18 (2013-A Amended and Restated Trust Agreement) (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; ; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of under any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; ; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action and the holder of the Trust Certificate shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as holder of the preceding Record Date Trust Certificate in writing of the proposed action and such Servicer the holder of the Trust Certificate shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer the holder of the Trust Certificate has withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesFinanced Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesFinanced 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)Trust; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Group I or Group II Notes is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Notes is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholdersholder of the Trust Certificate; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholdersholder of the Trust Certificate; (f) the appointment pursuant to this Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Paying Agent or Certificate Registrar of its obligations under this Trust Agreement; (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 RegistrarTrustee, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicableIndenture; (gh) the consent to the calling or waiver of any default of any Basic Document; (hi) the consent to the assignment by the Indenture Trustee Trustee, the Master Servicer, the Administrator or Servicer the Seller of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ij) except as provided in Article 9 IX hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Trust, in whole or in part; (jk) merge the merger or consolidate consolidation of the Trust with or into any other entity, or convey or, except as contemplated by the Sale and Servicing Agreement and the Indenture, the conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (kl) cause the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement or the Basic DocumentsAgreement; (lm) do doing any act that conflicts with any other Basic Document; (mn) do doing any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (no) confess confessing a judgment against the Trust; (op) possess possessing Trust assets, or assign assigning the Trust’s right to property, for other than a Trust purpose; (pq) changing the Trust’s purpose and powers from those set forth in this Agreement; or (r) cause the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entityPerson. 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 and any of its Affiliates. This Agreement and the ServicerBasic Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. 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. The Owner Trustee shall not have the power, except upon the direction of the Servicer holder of the Trust Certificate and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Master Servicer, the Administrator or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the (ii) through (viii) above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to neither the extent permitted by applicable lawDepositor, no Certificateholder nor, if different, holder of the Trust Certificate 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. In considering whether to take any Bankruptcy Action relating to the Trust, the Owner Trustee shall consider the interests of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent. The Owner Trustee shall have no duty to take any Bankruptcy Action relating to the Trust if the Owner Trustee shall not have been furnished (at the expense of the Person that requested that such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee shall not be personally liable to any holder of the Trust Certificate on account of the Owner Trustee’s good faith reliance on the provisions of this Section and no holder of the Trust Certificate shall have claim for breach of fiduciary duty or otherwise against the Owner Trustee for determining not to take any such Bankruptcy Action. The provisions of this Section do not constitute an acknowledgment or admission by the Trust, the Owner Trustee, any holder of the Trust Certificate or any creditor of the Trust that the Trust is eligible to be a debtor under the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended.

Prior Notice 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 Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust to take any Bankruptcy Action with respect to the Trust.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record Certificateholder and the Insurer (so long as of the preceding Record Date in writing Insurance Agreement has not terminated) of the proposed action and the Certificateholder, with the prior written consent of the Insurer (so long as it is the Controlling Party), has approved such Servicer shall not have notified action in writing, which approval has been received by the Owner Trustee in writing prior to by the 30th day after such notice is given that such Servicer has withheld consent or provided alternative directionbeen given: (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); (bi) 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 Statutory Trust ActStatute); (cii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Insurer is required; (diii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholders; (eiv) except pursuant to Section 17.01 of this Agreement, the amendment, change or modification of the Administration this Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (iv) except as provided in Article 9 XVI hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lvi) do any act that conflicts with any other Basic Document; (m) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (nvii) confess a judgment against the Trust; (oviii) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (pix) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or; (qx) change the Trust’s 's purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to ; or (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (viixi) cause the Trust to admit incur, assume or guaranty any indebtedness except as set forth in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trustthis Agreement.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the Owner Trustee Trust shall not take action unless (a) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of Insurer and the preceding Record Date Rating Agencies in writing of the proposed action and such Servicer (b) the Insurer, if an Insurer Default shall not have occurred and be continuing, shall have previously consented in writing thereto and the Depositor shall not have (i) notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer it has withheld consent or (ii) provided alternative directionwritten direction prior to the 30th day after such notice is given: (aA) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the ReceivablesContracts) and the compromise settlement of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the ReceivablesContracts); (bB) 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); (cC) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fD) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Notes or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gE) the consent to the calling or waiver of any default of any Basic Transaction Document; (hF) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Transaction Document, unless permitted in the Basic Transaction Documents; (iG) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Transaction Documents; (H) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (I) cause the Trust to lend any funds to any entity, unless permitted in this Agreement or the Transaction Documents; (J) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (jK) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lL) do any act that conflicts with any other Basic Transaction Document; (mM) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 2.3 hereof; (nN) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qO) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate separately from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the any indebtedness, operating expenses and or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office offices separate from the offices of the Depositor and the Servicer. The Owner Trustee Trust shall not have the powermaintain an arms length relationship with its Affiliates, except upon the direction of the Servicer conduct its own business in its own name and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated hold itself out as a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trustseparate entity from all other Persons.

Prior Notice 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 Servicer of record as of the preceding Record Date Certificateholders in writing of the proposed action and such Servicer the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Trust Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust to take any Bankruptcy Action with respect to the Trust.

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer each Certificateholder of record as of the preceding Record Date in writing of the proposed action and such Servicer each Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of under any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereofIX, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The To the fullest extent permitted by applicable law, the Owner Trustee shall not have the powerany power to, and shall not, except upon the written direction of the Servicer and to the extent otherwise consistent with the Basic DocumentsCertificateholder, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So To the fullest extent permitted by applicable law, so long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision rovision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 with Respect to Certain Matters. (a) With respect to the following matters, the Owner Trustee shall not take action unless at least 30 thirty (30) days before the the. taking of such action, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (ai) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesLoans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of on the ReceivablesLoans); (bii) 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); (ciii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Indenture Trustee is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (eiv) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fv) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gvi) the consent to the calling or waiver of any default of any Basic Document; (hvii) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (iviii) except as provided in Article 9 IX hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust in whole or in part; (jix) merge the merger, conversion, or consolidate consolidation of the Trust with or into any other entity, or convey the conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (kx) cause the Trust to incurincurrence, assume assumption or guaranty of any indebtedness other than as set forth in this Agreement or the Basic Documents; (lxi) do the confession of a judgment against the Trust; (xii) the possession of Trust assets, or the assignment of the Trust’s right to property, for other than a Trust purpose; (xiii) the lending by the Trust of any funds to any entity, unless permitted in the Basic Documents; (xiv) any change to the Trust’s purpose and powers from those set forth in this Agreement; (xv) any act that conflicts with any other Basic Document;; or (mxvi) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 2.3 hereof;. (nb) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the 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 not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor Initial Beneficiary and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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);; 18 (2013-B Amended and Restated Trust Agreement) (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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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, the Owner Trustee shall have notified the Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders specified in Section 4.04 hereof shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Owner Trustee (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 Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust Owner Trustee 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or the Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (ji) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (kj) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lk) do any act that conflicts with any other Basic Document; (ml) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (nm) confess a judgment against the Trust; (on) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (po) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qp) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders pursuant to Section 4.04, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Owner Trustee or the Trust declared or adjudicated a bankrupt or insolvent, (iiiii) consent to the institution of bankruptcy or insolvency proceedings against the Owner Trustee or the Trust, (iviii) file a petition or consent to a petition seeking reorganization or relief on behalf of the Owner Trustee or the Trust under any applicable federal or state law relating to bankruptcy, (viv) consent to the appointment of a conservator, receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Owner Trustee or the Trust or a substantial portion of the property of the Owner Trustee or the Trust, (viv) make any assignment for the benefit of the Owner Trustee's or the Trust’s 's creditors, (viivi) cause the Owner Trustee or the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viiivii) take any action, or cause the Owner Trustee or the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, effect and to the fullest extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Owner Trustee or the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Owner Trustee or the Trust. Additionally, the Owner Trustee shall not have the power to commence a Bankruptcy Action without the unanimous prior approval of all Certificateholders and the delivery to the Owner Trustee by each such Certificateholder of a certification certifying that such Certificateholder reasonably believes that the Trust is insolvent.

Prior Notice 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 Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Trust Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust to take any Bankruptcy Action with respect to the Trust.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the Owner Eligible Lender Trustee shall not take action and neither the holder of the Trust Certificate nor the Securities Insurer shall direct the Eligible Lender Trustee to take any action, unless (i) (so long as no Securities Insurer Default has occurred and is continuing) the Securities Insurer (except with respect to those actions set forth in paragraph (e) below) has provided its written consent, and (ii) at least 30 days before the taking of such action, the Owner Eligible Lender Trustee shall have notified the Servicer of record as holder of the preceding Record Date Trust Certificate and the Securities Insurer in writing of the proposed action and such Servicer neither the holder of the Trust Certificate nor (except with respect to those actions set forth in paragraph (e) below) the Securities Insurer shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Servicer the Securities Insurer or the holder of the Trust Certificate has withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesFinanced Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesFinanced 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); Trust; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Notes or the Securities Insurer is required; ; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Notes or the Securities Insurer is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholders; holder of the Trust Certificate; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; holder of the Trust Certificate; (f) the appointment pursuant to this Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Paying Agent or Certificate Registrar of its obligations under this Trust Agreement; (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 RegistrarTrustee, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; Indenture; (gh) the consent to the calling or waiver of any default of any Basic Document; ; (hi) the consent to the assignment by the Indenture Trustee Trustee, the Master Servicer, the Administrator or Servicer the Seller of their respective obligations under any Basic Document, unless permitted in the Basic Documents; ; (ij) except as provided in Article 9 IX hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Trust, in whole or in part; ; (jk) merge the merger or consolidate consolidation of the Trust with or into any other entity, or convey or, except as contemplated by the Sale and Servicing Agreement and the Indenture, the conveyance or transfer of all or substantially all of the Trust’s 's assets to any other entity; ; (kl) cause the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement or the Basic Documents; Agreement; (lm) do doing any act that conflicts with any other Basic Document; ; (mn) do doing any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; Trust; (no) confess confessing a judgment against the Trust; ; (op) possess possessing Trust assets, or assign assigning the Trust’s 's right to property, for other than a Trust purpose; ; (pq) changing the Trust's purpose and powers from those set forth in this Agreement; or (r) cause the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entityPerson. 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 and any of its Affiliates. This Agreement and the ServicerBasic Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. The Owner 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. The Eligible Lender Trustee shall not have the power, except upon the direction of the Servicer holder of the Trust Certificate and, to the extent permitted by applicable law (provided that no Securities Insurer Default has occurred and is continuing) with the consent of the Securities Insurer (which consent shall not be unreasonably withheld), and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Master Servicer, the Administrator or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the (ii) through (viii) above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to neither the extent permitted by applicable lawDepositor, no Certificateholder nor, if different, holder of the Trust Certificate shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Eligible Lender Trustee to take any Bankruptcy Action with respect to the Trust. In considering whether to take any Bankruptcy Action relating to the Trust, the Eligible Lender Trustee shall consider the interests of the Noteholders and the Securities Insurer in addition to the interests of the Trust and whether the Trust is insolvent. The Eligible Lender Trustee shall have no duty to take any Bankruptcy Action relating to the Trust if the Eligible Lender Trustee shall not have been furnished (at the expense of the Person that requested that such letter be furnished to the Eligible Lender Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Eligible Lender Trustee shall not be personally liable to any holder of the Trust Certificate on account of the Eligible Lender Trustee's good faith reliance on the provisions of this Section and no holder of the Trust Certificate shall have claim for breach of fiduciary duty or otherwise against the Eligible Lender Trustee for determining not to take any such Bankruptcy Action. The provisions of this Section do not constitute an acknowledgment or admission by the Trust, the Eligible Lender Trustee, any holder of the Trust Certificate or any creditor of the Trust that the Trust is eligible to be a debtor under the United States Bankruptcy Code, 11 X.X.X.xx.xx. 101 et seq., as amended.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the Owner Trustee Trust shall not take action unless (a) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of Insurer and the preceding Record Date Rating Agencies in writing of the proposed action and such Servicer (b) the Insurer, if an Insurer Default shall not have occurred and be continuing, shall have previously consented in writing thereto and the Depositor shall not have (i) notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer it has withheld consent or (ii) provided alternative directionwritten direction prior to the 30th day after such notice is given: (aA) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the ReceivablesContracts) and the compromise settlement of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the ReceivablesContracts); (bB) 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); (cC) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (fD) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent for the Notes or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gE) the consent to the calling or waiver of any default of any Basic Transaction Document; (hF) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Transaction Document, unless permitted in the Basic Transaction Documents; (iG) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Transaction Documents; (H) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (I) cause the Trust to lend any funds to any entity, unless permitted in this Agreement or the Transaction Documents; (J) except as provided in Article 9 ARTICLE IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (jK) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lL) do any act that conflicts with any other Basic Transaction Document; (mM) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 SECTION 2.3 hereof; (nN) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qO) change the Trust’s 's purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate separately from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the any indebtedness, operating expenses and or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office offices separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 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 Servicer of record as of Residual Certificateholders and the preceding Record Date Insurer in writing of the proposed action and such Servicer the Residual Certificateholders and the Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Residual Certificateholders or the Insurer 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 Business Trust ActStatute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental Indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Class S Certificateholders or the Residual Certificateholders; (ed) except pursuant to Section 9.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Administration Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Residual Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (ge) the consent to the calling or waiver of any default of any Basic Document; (hf) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; ; (ig) except as provided in Article 9 X hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (kh) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (li) do any act that conflicts with any other Basic Document; (mj) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 2.3 hereof; (n) confess a judgment against the Trust; (ok) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (pl) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qm) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have notify the power, except upon the direction Residual Certificateholders in writing of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any actionsuccessor Security Registrar, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 TrustCertificate Registrar within five Business Days thereof.

Prior Notice 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 Servicer of record as of Depositor and the preceding Record Date Insurer in writing of the proposed action and such Servicer the Depositor, the Insurer and the Residual Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has the Depositor or the Insurer 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 ActStatute); (b) the amendment of the Indenture by a supplemental Indenture in circumstances where the consent of any Bondholder is required; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document Indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder is not required and such amendment would materially adversely affect affects the interests interest of the Residual Certificateholders; (ed) except pursuant to Section 9.01 of the Master Servicing Agreement, the amendment, change or modification of the Administration Master Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Residual Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (ge) the consent to the calling or waiver of any default of any Basic Document; (hf) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ig) except as provided in Article 9 X hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (kh) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (li) do any act that conflicts with any other Basic Document; (mj) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 2.3 hereof; (n) confess a judgment against the Trust; (ok) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (pl) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qm) change the Trust’s purpose and powers from those set forth in this Agreement. In additionAny action described under (b), (c), (d), (h), (i), (k), (l) and (m) shall require 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 not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices prior approval of the Depositor and the ServicerResidual Certificateholders. The Owner Trustee shall not have notify the power, except upon the direction Residual Certificateholders in writing of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trustsuccessor Certificate Registrar within five Business Days thereof.

Prior Notice 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 Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the 9 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 Business Trust ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 Trust to take any Bankruptcy Action with respect to the Trust.

Prior Notice 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 Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders evidencing not less than a majority of the Certificate Percentage Interest of the Class R Certificates or, if the Class R Certificates have been retired, the Class E Certificates shall not have notified the Owner Trustee in writing prior to the 30th thirtieth (30th) day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Owner Trustee (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 Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust Owner Trustee 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 by a supplemental indenture or any other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or the Master Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (ji) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (kj) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (lk) do any act that conflicts with any other Basic Document; (ml) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (nm) confess a judgment against the Trust; (on) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (po) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qp) change the Trust’s purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entityentity except, to the extent permitted hereunder, with the Owner Trustee. 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 not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Master Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders pursuant to Section 4.04, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Owner Trustee or the Trust declared or adjudicated a bankrupt or insolvent, (iiiii) consent to the institution of bankruptcy or insolvency proceedings against the Owner Trustee or the Trust, (iviii) file a petition or consent to a petition seeking reorganization or relief on behalf of the Owner Trustee or the Trust under any applicable federal or state State law relating to bankruptcy, (viv) consent to the appointment of a conservator, receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Owner Trustee or the Trust or a substantial portion of the property of the Owner Trustee or the Trust, (viv) make any assignment for the benefit of the Owner Trustee’s or the Trust’s creditors, (viivi) cause the Owner Trustee or the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viiivii) take any action, or cause the Owner Trustee or the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, effect and to the fullest extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Owner Trustee or the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Owner Trustee or the Trust. Additionally, the Owner Trustee shall not have the power to commence a Bankruptcy Action without the unanimous prior approval of all Class R Certificateholders or, if no Class R Certificates are outstanding, the unanimous prior approval of all Class E Certificateholders and the delivery to the Owner Trustee by each such Class R Certificateholder, or each such Class E Certificateholder, as applicable, of a certification certifying that such Certificateholder reasonably believes that the Trust is insolvent.

Prior Notice 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 Servicer Certificateholders of record as of the preceding Record Date in writing of the proposed action and such Servicer Certificateholders specified in Section 4.04 hereof shall not have notified the Owner Trustee in writing prior to the thirtieth 30th day after such notice is given that such Servicer has Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust Owner Trustee (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 Owner Trustee (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust Owner Trustee 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 by a supplemental indenture or any other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (gf) the consent to the calling or waiver of any default of any Basic Document; (hg) the consent to the assignment by the Indenture Trustee or the Master Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ih) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (ji) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (kj) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (lk) do any act that conflicts with any other Basic Document; (ml) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (nm) confess a judgment against the Trust; (on) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (po) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (qp) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entityentity except, to the extent permitted hereunder, with the Owner Trustee. 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 not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Master Servicer. The Owner Trustee shall not have the power, except upon the written direction of the Servicer Certificateholders pursuant to Section 4.04, and to the extent otherwise consistent with the Basic DocumentsDocuments and permitted by applicable law, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Owner Trustee or the Trust declared or adjudicated a bankrupt or insolvent, (iiiii) consent to the institution of bankruptcy or insolvency proceedings against the Owner Trustee or the Trust, (iviii) file a petition or consent to a petition seeking reorganization or relief on behalf of the Owner Trustee or the Trust under any applicable federal or state State law relating to bankruptcy, (viv) consent to the appointment of a conservator, receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Owner Trustee or the Trust or a substantial portion of the property of the Owner Trustee or the Trust, (viv) make any assignment for the benefit of the Owner Trustee's or the Trust’s 's creditors, (viivi) cause the Owner Trustee or the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viiivii) take any action, or cause the Owner Trustee or the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, effect and to the fullest extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Owner Trustee or the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Owner Trustee or the Trust. Additionally, the Owner Trustee shall not have the power to commence a Bankruptcy Action without the unanimous prior approval of all Certificateholders and the delivery to the Owner Trustee by each such Certificateholder of a certification certifying that such Certificateholder reasonably believes that the Trust is insolvent.

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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.. 20 (2014-A Amended and Restated Trust Agreement)

Prior Notice 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 Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the 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 ActStatute); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of under any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereofIX, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s 's assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof2.03; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s 's purpose and powers from those set forth in this Trust Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s 's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “"Bankruptcy Action”"). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 with Respect to Certain Matters. With respect to the following matters, the The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of Certificateholder and the preceding Record Date in writing Note Insurer of the proposed action and the Certificateholder, with the prior written consent of the Note Insurer, has approved such Servicer shall not have notified action in writing, which approval has been received by the Owner Trustee in writing prior to by the 30th day after such notice is given that such Servicer has withheld consent or provided alternative directionbeen given: (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); (bi) 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); (cii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder or the Note Insurer is required; (diii) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholders; (eiv) except pursuant to Section 12.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Administration Sale and Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;. (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (iv) except as provided in Article 9 IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (lvi) do any act that conflicts with any other Basic Document; (m) do any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (nvii) confess a judgment against the Trust;; or (oviii) possess Trust assets, or assign the Trust’s 's right to property, for other than a Trust purpose; (pix) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or; (qx) change the Trust’s 's purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to ; or (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (viixi) cause the Trust to admit incur, assume or guaranty any indebtedness except as set forth in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 TrustBasic Documents.

Prior Notice with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless unless, (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Servicer Indenture Trustee, the Noteholders of record as Notes of the preceding Record Date Controlling Note Class, the Depositor and the Rating Agencies in writing of the proposed action and such Servicer (ii) Noteholders holding not less than a majority of the Note Balance of the Controlling Note Class shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has majority of the Note Balance of the Controlling Note Class (or if no Notes are Outstanding, the Depositor) have withheld consent or provided alternative direction; provided, that in the event of any conflict between this Section 5.3 and any other Basic Document, such other Basic Document shall govern, and if Rating Agency Confirmation is required with respect to such action under any other Basic Document, such Rating Agency Confirmation shall have been provided: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought by the Servicer in connection with the collection of the Receivables) and the compromise settlement of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection by the Servicer of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect affects the interests of the CertificateholdersDepositor; (e) the amendment, change or modification of the Sale and Servicing Agreement or the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the Certificateholders;Depositor; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Note Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate RegistrarTrustee, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 TrustIndenture.

Prior Notice with Respect to Certain Matters. With Unless otherwise required by the provisions of any of the Basic Documents, 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 Servicer of record as of the preceding Record Date Owners in writing of the proposed action and such Servicer the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has Owners 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 ReceivablesAllied Interests or the Funding Note) 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 ReceivablesAllied Interests or the Funding Note); (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 by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Bondholder is not required and such amendment would materially adversely affect the interests of the CertificateholdersOwners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;Owners; or (f) the appointment pursuant to the Indenture of a successor Note Bond Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Bond Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable; (g) the consent to the calling or waiver of any default of any Basic Document; (h) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (i) except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part; (j) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (k) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (l) do any act that conflicts with any other Basic Document; (m) do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (n) confess a judgment against the Trust; (o) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (p) cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to the extent permitted by applicable law, 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 with Respect to Certain Matters. With respect to the following matters, the Owner Eligible Lender Trustee shall not take action and neither the holder of the Trust Certificate nor the Securities Insurer shall direct the Eligible Lender Trustee to take any action, unless (i) (with respect to any action affecting the Group II Insured Notes and so long as no Securities Insurer Default has occurred and is continuing) the Securities Insurer (except with respect to those actions set forth in paragraph (e) below) has provided its written consent, and (ii) at least 30 days before the taking of such action, the Owner Eligible Lender Trustee shall have notified the Servicer of record as holder of the preceding Record Date Trust Certificate and the Securities Insurer in writing of the proposed action and such Servicer neither the holder of the Trust Certificate nor (except with respect to those actions set forth in paragraph (e) below) the Securities Insurer (with respect to any action affecting the Group II Insured Notes) shall not have notified the Owner Eligible Lender Trustee in writing prior to the 30th day after such notice is given that such Servicer the Securities Insurer (with respect to any action affecting the Group II Notes) or the holder of the Trust Certificate has withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the ReceivablesFinanced Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the ReceivablesFinanced 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)Trust; (c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Group I or Group II Notes or the Securities Insurer is required; (d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder holder of the Notes or the Securities Insurer is not required and such amendment would materially adversely affect affects the interests interest of the Certificateholdersholder of the Trust Certificate; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholdersholder of the Trust Certificate; (f) the appointment pursuant to this Trust Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Paying Agent or Certificate Registrar of its obligations under this Trust Agreement; (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 RegistrarTrustee, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicableIndenture; (gh) the consent to the calling or waiver of any default of any Basic Document; (hi) the consent to the assignment by the Indenture Trustee Trustee, the Master Servicer, the Administrator or Servicer the Seller of their respective obligations under any Basic Document, unless permitted in the Basic Documents; (ij) except as provided in Article 9 IX hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust Trust, in whole or in part; (jk) merge the merger or consolidate consolidation of the Trust with or into any other entity, or convey or, except as contemplated by the Sale and Servicing Agreement and the Indenture, the conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (kl) cause the causing of the Trust to incur, assume or guaranty any indebtedness other than the Notes, as set forth in this Agreement or the Basic DocumentsAgreement; (lm) do doing any act that conflicts with any other Basic Document; (mn) do doing any act that which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereofTrust; (no) confess confessing a judgment against the Trust; (op) possess possessing Trust assets, or assign assigning the Trust’s right to property, for other than a Trust purpose; (pq) changing the Trust’s purpose and powers from those set forth in this Agreement; or (r) cause the Trust to lend any funds to any entity, unless permitted in this Trust Agreement or the Basic Documents; or (q) change the Trust’s purpose and powers from those set forth in this Agreement. In addition, the Trust shall not commingle its assets with those of any other entity. The Trust the Depositor and shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entityPerson. 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 and any of its Affiliates. This Agreement and the ServicerBasic Documents shall be the only agreements among the parties hereto with respect to the creation, operation and termination of the Trust. For accounting purposes, the Trust shall be treated as an entity separate and distinct from the Depositor. The Owner 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. The Eligible Lender Trustee shall not have the power, except upon the direction of the Servicer holder of the Trust Certificate and, to the extent permitted by applicable law (with respect to any action affecting the Group II Insured Notes and so long as no Securities Insurer Default has occurred and is continuing) with the consent of the Securities Insurer (which consent shall not be unreasonably withheld), and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Master Servicer, the Administrator or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due due, or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the (ii) through (viii) above, a “Bankruptcy Action”). So long as the Indenture remains in effect, to neither the extent permitted by applicable lawDepositor, no Certificateholder nor, if different, holder of the Trust Certificate shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Eligible Lender Trustee to take any Bankruptcy Action with respect to the Trust. In considering whether to take any Bankruptcy Action relating to the Trust, the Eligible Lender Trustee shall consider the interests of the Noteholders, the Swap Counterparty and the Securities Insurer in addition to the interests of the Trust and whether the Trust is insolvent. The Eligible Lender Trustee shall have no duty to take any Bankruptcy Action relating to the Trust if the Eligible Lender Trustee shall not have been furnished (at the expense of the Person that requested that such letter be furnished to the Eligible Lender Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Eligible Lender Trustee shall not be personally liable to any holder of the Trust Certificate on account of the Eligible Lender Trustee’s good faith reliance on the provisions of this Section and no holder of the Trust Certificate shall have claim for breach of fiduciary duty or otherwise against the Eligible Lender Trustee for determining not to take any such Bankruptcy Action. The provisions of this Section do not constitute an acknowledgment or admission by the Trust, the Eligible Lender Trustee, any holder of the Trust Certificate or any creditor of the Trust that the Trust is eligible to be a debtor under the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended.